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                  INTERCONNECTION, RESALE AND UNBUNDLING AGREEMENT
                                          
                                          
                                          
                                      BETWEEN
                                          
                                          
                                          
                            GTE CALIFORNIA INCORPORATED
                                          
                                          
                                          
                                        AND
                                          
                                          
                                          
                                     ACI CORP.

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                                  TABLE OF CONTENTS

<TABLE>
<S>                                                                              <C>
ARTICLE I
     SCOPE AND INTENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . .I-1

ARTICLE II
     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

1.   GENERAL DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
     1.1  "ACCESS SERVICE REQUEST" . . . . . . . . . . . . . . . . . . . . . . . II-1
     1.2  "ACT". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
     1.3  "AFFILIATE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
     1.4  "AMA". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
     1.5  "APPLICABLE LAW" . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
     1.6  "AUTOMATIC LOCATION IDENTIFICATION/DATA MANAGEMENT SYSTEM (ALI/DMS)" . II-1
     1.7  "AUTOMATIC NUMBER IDENTIFICATION" OR "ANI" . . . . . . . . . . . . . . II-1
     1.8  "BELLCORE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
     1.9  "BILL-AND-KEEP ARRANGEMENT". . . . . . . . . . . . . . . . . . . . . . II-2
     1.10 "BONA FIDE REQUEST (BFR)". . . . . . . . . . . . . . . . . . . . . . . II-2
     1.11 "BUSINESS DAY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
     1.12 "CENTRAL OFFICE SWITCH". . . . . . . . . . . . . . . . . . . . . . . . II-2
     1.13 "CENTRALIZED MESSAGE DISTRIBUTION SYSTEM" (CMDS) . . . . . . . . . . . II-2
     1.14 "CLLI CODES" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
     1.15 "COMMERCIAL MOBILE RADIO SERVICES" (CMRS). . . . . . . . . . . . . . . II-2
     1.16 "COMMISSION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
     1.17 "COMMON CHANNEL SIGNALING" OR "CCS". . . . . . . . . . . . . . . . . . II-3
     1.18 "COMPETITIVE LOCAL EXCHANGE CARRIER" (CLEC). . . . . . . . . . . . . . II-3
     1.19 "COMPLIANCE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.20 "CUSTOMER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.21 "CUSTOMER USAGE DATA". . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.22 "DS-1" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.23 "DS-3" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.24 "ELECTRONIC FILE TRANSFER" . . . . . . . . . . . . . . . . . . . . . . II-3
     1.25 "EMR". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.26 "E-911 SERVICE". . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.27 "EXCHANGE SERVICE" . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
     1.28 "EIS" OR "EXPANDED INTERCONNECTION SERVICE". . . . . . . . . . . . . . II-3
     1.29 "FACILITY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.30 "FCC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.31 "GENERATOR". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.32 "GTOC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.33 "GUIDE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.34 "HAZARDOUS CHEMICAL" . . . . . . . . . . . . . . . . . . . . . . . . . II-4


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<S>                                                                              <C>
     1.35 "HAZARDOUS WASTE". . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.36 "IMMINENT DANGER". . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
     1.37 "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC). . . . . . . . . . . . . . . II-4
     1.38 "INTERIM NUMBER PORTABILITY (INP)" . . . . . . . . . . . . . . . . . . II-5
     1.39 "INTERCONNECTION POINT" ("IP") . . . . . . . . . . . . . . . . . . . . II-5
     1.40 "ISDN USER PART (ISUP)". . . . . . . . . . . . . . . . . . . . . . . . II-5
     1.41 "IXC" OR "INTEREXCHANGE CARRIER" . . . . . . . . . . . . . . . . . . . II-5
     1.42 "INTERNETWORK FACILITIES" OR "INTERCONNECTION FACILITY". . . . . . . . II-5
     1.43 "LATA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
     1.44 "LINE INFORMATION DATA BASE (LIDB)". . . . . . . . . . . . . . . . . . II-5
     1.45 "LINE SIDE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
     1.46 "LOCAL EXCHANGE CARRIER" OR "LEC". . . . . . . . . . . . . . . . . . . II-5
     1.47 "LOCAL EXCHANGE ROUTING GUIDE" OR "LERG" . . . . . . . . . . . . . . . II-5
     1.48 "LOCAL NUMBER PORTABILITY (LNP)" . . . . . . . . . . . . . . . . . . . II-6
     1.49 "LOCAL TRAFFIC". . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
     1.50 "MDF" OR "MAIN DISTRIBUTION FRAME" . . . . . . . . . . . . . . . . . . II-6
     1.51 "MEET-POINT BILLING" OR "MPB". . . . . . . . . . . . . . . . . . . . . II-6
     1.52 "MECAB". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
     1.53 "MECOD". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
     1.54 "MID-SPAN FIBER MEET". . . . . . . . . . . . . . . . . . . . . . . . . II-6
     1.55 "NANP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
     1.56 "NETWORK ELEMENT". . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
     1.57 "NID" OR "NETWORK INTERFACE DEVICE". . . . . . . . . . . . . . . . . . II-7
     1.58 "NUMBERING PLAN AREA" OR "NPA" . . . . . . . . . . . . . . . . . . . . II-7
     1.59 "NXX", "NXX CODE", "CENTRAL OFFICE CODE" OR "CO CODE". . . . . . . . . II-7
     1.60 "911 SERVICE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
     1.61 "OWNER AND OPERATOR" . . . . . . . . . . . . . . . . . . . . . . . . . II-7
     1.62 "POI". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
     1.63 "POLE ATTACHMENT". . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
     1.64 "PROVIDER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
     1.65 "PUBLIC SAFETY ANSWERING POINT" OR "PSAP". . . . . . . . . . . . . . . II-8
     1.66 "RATE CENTER". . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
     1.67 "RIGHT-OF-WAY" OR "ROW". . . . . . . . . . . . . . . . . . . . . . . . II-8
     1.68 "ROUTING POINT". . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
     1.69 "SERVICE CONTROL POINT" OR "SCP" . . . . . . . . . . . . . . . . . . . II-8
     1.70 "SERVICE SWITCHING POINT" OR "SSP" . . . . . . . . . . . . . . . . . . II-8
     1.71 "SIGNALING POINT" OR "SP". . . . . . . . . . . . . . . . . . . . . . . II-9
     1.72 "SIGNALING SYSTEM 7" OR "SS7". . . . . . . . . . . . . . . . . . . . . II-9
     1.73 "SIGNAL TRANSFER POINT" OR "STP" . . . . . . . . . . . . . . . . . . . II-9
     1.74 "SUBSIDIARY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
     1.75 "SYNCHRONOUS OPTICAL NETWORK" OR "SONET" . . . . . . . . . . . . . . . II-9
     1.76 "SWITCHED ACCESS SERVICE". . . . . . . . . . . . . . . . . . . . . . . II-9
     1.77 "TELECOMMUNICATIONS SERVICES". . . . . . . . . . . . . . . . . . . . . II-9
     1.78 "THIRD PARTY CONTAMINATION". . . . . . . . . . . . . . . . . . . . . . II-9
     1.79 "TRUNK SIDE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9


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<S>                                                                             <C>
     1.80 "UNDEFINED TERMS". . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
     1.81 "VERTICAL FEATURES" (INCLUDING "CLASS FEATURES") . . . . . . . . . . . II-9
     1.82 "WIRE CENTER". . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-10

ARTICLE III
     GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-1

1.   SCOPE OF GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .III-1

2.   TERM AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .III-1
     2.1  TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-1
     2.2  POST-TERMINATION ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . .III-1
     2.3  TERMINATION UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . .III-1
     2.4  TERMINATION UPON SALE. . . . . . . . . . . . . . . . . . . . . . . . .III-1
     2.5  LIABILITY UPON TERMINATION . . . . . . . . . . . . . . . . . . . . . .III-2

3.   AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2

4.   ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2

5.   AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2

6.   RESPONSIBILITY FOR PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . .III-2

7.   BILLING AND PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
     7.1  DISPUTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
     7.2  LATE PAYMENT CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . .III-3
     7.3  DUE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-3
     7.4  AUDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-3

8.   BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-3

9.   CAPACITY PLANNING AND FORECASTING . . . . . . . . . . . . . . . . . . . . .III-3

10.  COMPLIANCE WITH LAWS AND REGULATIONS. . . . . . . . . . . . . . . . . . . .III-4

11.  CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .III-4
     11.1 IDENTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-4
     11.2 HANDLING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-4
     11.3 EXCEPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5
     11.4 SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5

12.  CONSENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5

13.  COOPERATION ON FRAUD MINIMIZATION . . . . . . . . . . . . . . . . . . . . .III-5


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<S>                                                                            <C>
14.  DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5
     14.1 ALTERNATIVE TO LITIGATION. . . . . . . . . . . . . . . . . . . . . . .III-5
     14.2 NEGOTIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-6
     14.3 ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-6
     14.4 EXPEDITED ARBITRATION PROCEDURES . . . . . . . . . . . . . . . . . . .III-7
     14.5 COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7
     14.6 CONTINUOUS SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . .III-7

15.  ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7

16.  EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7

17.  FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7

18.  GOOD FAITH PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . . . . . .III-8

19.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-8

20.  STANDARD PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-8

21.  HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-8

22.  INDEPENDENT CONTRACTOR RELATIONSHIP . . . . . . . . . . . . . . . . . . . .III-8

23.  LAW ENFORCEMENT INTERFACE . . . . . . . . . . . . . . . . . . . . . . . . .III-8

24.  LIABILITY AND INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . .III-9
     24.1 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .III-9
     24.2 END USER AND CONTENT-RELATED CLAIMS. . . . . . . . . . . . . . . . . .III-9
     24.3 DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-10
     24.4 LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . III-10
     24.5 INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . III-10

25.  MULTIPLE COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . III-10

26.  NO OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-10

27.  NO THIRD PARTY BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . III-11

28.  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-11

29.  PROTECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12
     29.1 IMPAIRMENT OF SERVICE. . . . . . . . . . . . . . . . . . . . . . . . III-12
     29.2 RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12


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<CAPTION>
<S>                                                                            <C>
30.  PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12

31.  REGULATORY AGENCY CONTROL.. . . . . . . . . . . . . . . . . . . . . . . . III-12

32.  (INTENTIONALLY LEFT BLANK). . . . . . . . . . . . . . . . . . . . . . . . III-12

33.  EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12

34.  REGULATORY MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

35.  RULE OF CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

36.  SECTION REFERENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

37.  SERVICE STANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

38.  SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

39.  SUBCONTRACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

40.  SUBSEQUENT LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13

41.  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-14

42.  TRADEMARKS AND TRADE NAMES. . . . . . . . . . . . . . . . . . . . . . . . III-14

43.  WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-15

44.  ENVIRONMENTAL RESPONSIBILITY. . . . . . . . . . . . . . . . . . . . . . . III-15

45.  TBD PRICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-16

46.  AMENDMENT OF CERTAIN RATES,TERMS AND CONDITIONS . . . . . . . . . . . . . III-17

ARTICLE IV
     GENERAL RULES GOVERNING RESOLD SERVICESAND UNBUNDLED ELEMENTS . . . . . . . IV-1

1.   GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1

2.   LIABILITY OF GTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
     2.1  INAPPLICABILITY OF TARIFF LIABILITY. . . . . . . . . . . . . . . . . . IV-1
     2.2  ACI TARIFFS OR CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . IV-1
     2.3  NO LIABILITY FOR ERRORS. . . . . . . . . . . . . . . . . . . . . . . . IV-1


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<S>                                                                              <C>
3.   UNAUTHORIZED CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
     3.1  PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2

4.   IMPACT OF PAYMENT OF CHARGES ON SERVICE . . . . . . . . . . . . . . . . . . IV-2

5.   UNLAWFUL USE OF SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3

6.   TIMING OF MESSAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3

7.   PROCEDURES FOR PREORDERING, ORDERING, PROVISIONING, ETC.. . . . . . . . . . IV-3

8.   CUSTOMER CONTACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3

9.   LETTER OF AUTHORIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . IV-4

ARTICLE V
     INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC. . . . . . . . . . .V-1

1.   SERVICES COVERED BY THIS ARTICLE. . . . . . . . . . . . . . . . . . . . . . .V-1
     1.1  TYPES OF SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
     1.2  SERVICE LOCATIONS FOR INTERCONNECTION SERVICES AND FACILITIES. . . . . .V-1
     1.3  ADDITIONAL SERVICES OR SERVICE LOCATIONS . . . . . . . . . . . . . . . .V-1

2.   BILLING AND RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
     2.1  RATES AND CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
     2.2  BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1

3.   TRANSPORT AND TERMINATION OF TRAFFIC. . . . . . . . . . . . . . . . . . . . .V-2
     3.1  TRAFFIC TO BE EXCHANGED. . . . . . . . . . . . . . . . . . . . . . . . .V-2
     3.2  COMPENSATION FOR EXCHANGE OF TRAFFIC . . . . . . . . . . . . . . . . . .V-2
     3.3  TANDEM SWITCHING TRAFFIC . . . . . . . . . . . . . . . . . . . . . . . .V-3
     3.4  INTER-TANDEM SWITCHING . . . . . . . . . . . . . . . . . . . . . . . . .V-4

4.   DIRECT NETWORK INTERCONNECTION. . . . . . . . . . . . . . . . . . . . . . . .V-4
     4.1  NETWORK INTERCONNECTION ARCHITECTURE . . . . . . . . . . . . . . . . . .V-4
     4.2  COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-5
     4.3  TRUNKING REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .V-6
     4.4  NETWORK REDESIGNS INITIATED BY GTE . . . . . . . . . . . . . . . . . . .V-7
     4.5  INTERCONNECTION CALLING AND CALLED SCOPES FOR THE ACCESS TANDEM
          INTERCONNECTION AND THE END OFFICE INTERCONNECTION . . . . . . . . . . .V-7

5.   INDIRECT NETWORK INTERCONNECTION. . . . . . . . . . . . . . . . . . . . . . .V-8

6.   NUMBER RESOURCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8


                                     -vi-
<PAGE>

<CAPTION>
<S>                                                                             <C>
     6.1  NUMBER ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
     6.2  RATE CENTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
     6.3  ROUTING POINTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
     6.4  CODE AND NUMBERS ADMINISTRATION. . . . . . . . . . . . . . . . . . . . .V-8
     6.5  PROGRAMMING SWITCHES . . . . . . . . . . . . . . . . . . . . . . . . . .V-9

7.   NUMBER PORTABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-9
     7.1  INTERIM NUMBER PORTABILITY (INP) . . . . . . . . . . . . . . . . . . . .V-9
     7.2  LOCAL NUMBER PORTABILITY (LNP) . . . . . . . . . . . . . . . . . . . . .V-9

8.   MEET-POINT BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-10
     8.1  MEET-POINT ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . . . V-10
     8.2  COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-11

9.   COMMON CHANNEL SIGNALING. . . . . . . . . . . . . . . . . . . . . . . . . . V-11
     9.1  SERVICE DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . . . . . V-11
     9.2  SIGNALING PARAMETERS . . . . . . . . . . . . . . . . . . . . . . . . . V-11
     9.3  PRIVACY INDICATORS . . . . . . . . . . . . . . . . . . . . . . . . . . V-11
     9.4  CONNECTION THROUGH STP . . . . . . . . . . . . . . . . . . . . . . . . V-12
     9.5  THIRD PARTY SIGNALING PROVIDERS. . . . . . . . . . . . . . . . . . . . V-12
     9.6  MULTI-FREQUENCY SIGNALING. . . . . . . . . . . . . . . . . . . . . . . V-12

10.  SERVICE QUALITY AND PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . V-12

11.  NETWORK OUTAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-12

ARTICLE VI
     RESALE OF SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1

ARTICLE VII
     UNBUNDLED NETWORK ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . .VII-1

1.   GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-1

2.   UNBUNDLED NETWORK ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . .VII-1
          2.1  CATEGORIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-1
          2.2  PRICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-1
          2.3  INTERCONNECTION TO UNBUNDLED ELEMENTS . . . . . . . . . . . . . .VII-1
          2.4  SERVICE QUALITY . . . . . . . . . . . . . . . . . . . . . . . . .VII-2

3.   NETWORK INTERFACE DEVICE. . . . . . . . . . . . . . . . . . . . . . . . . .VII-2
          3.1  DIRECT CONNECTION . . . . . . . . . . . . . . . . . . . . . . . .VII-2
          3.2  NID TO NID CONNECTION . . . . . . . . . . . . . . . . . . . . . .VII-3
          3.3  REMOVAL OF CABLE PAIRS. . . . . . . . . . . . . . . . . . . . . .VII-3
          3.4  MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-3


                                    -vii-
<PAGE>

<CAPTION>
<S>                                                                            <C>
4.   LOOP ELEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-4
          4.1  SERVICE DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . .VII-4
          4.2  CATEGORIES OF LOOPS . . . . . . . . . . . . . . . . . . . . . . .VII-4
          4.3  CONDITIONED LOOPS . . . . . . . . . . . . . . . . . . . . . . . .VII-5
          4.4  FEATURES, FUNCTIONS, ATTRIBUTES . . . . . . . . . . . . . . . . .VII-5
          4.5  LOOP CARRIER TECHNOLOGIES . . . . . . . . . . . . . . . . . . . .VII-6
          4.6  UNBUNDLED LOOP FACILITY QUALIFICATION . . . . . . . . . . . . . .VII-7
          4.7  COMPATIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . .VII-8
          4.8  SUBLOOPS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-8

5.   PORT AND LOCAL SWITCHING ELEMENTS . . . . . . . . . . . . . . . . . . . . .VII-8
          5.1  PORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-8
          5.2  PORTS AVAILABLE AS UNBUNDLED NETWORK ELEMENTS . . . . . . . . . .VII-9
          5.3  PORT PRICES . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-9
          5.4  LOCAL SWITCHING . . . . . . . . . . . . . . . . . . . . . . . . .VII-9
          5.5  COMPLIANCE WITH SECTION . . . . . . . . . . . . . . . . . . . . VII-10
          5.6  SHARED TRANSPORT. . . . . . . . . . . . . . . . . . . . . . . . VII-10

6.   DEDICATED TRANSPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-11

7.   SS7 TRANSPORT AND SIGNALING . . . . . . . . . . . . . . . . . . . . . . . VII-12

8.   LIDB SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-12

9.   DATABASE 800-TYPE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . VII-12

10.  OPERATOR SERVICES (OS) AND DIRECTORY ASSISTANCE (DA). . . . . . . . . . . VII-12

11.  CUSTOMIZED ROUTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-13

12.  ADVANCED INTELLIGENT NETWORK ACCESS (AIN) . . . . . . . . . . . . . . . . VII-14

13.  NONDISCRIMINATION PROVISION AND SUPPORT . . . . . . . . . . . . . . . . . VII-14

14.  PROVISIONING INTERVALS. . . . . . . . . . . . . . . . . . . . . . . . . . VII-14

15.  DIRECTORY ASSISTANCE LISTING. . . . . . . . . . . . . . . . . . . . . . . VII-14

ARTICLE VIII
     ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS. . . . . . . . . VIII-1

1.   BONA FIDE REQUEST PROCESS . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
     1.1  INTENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
     1.2  PROCESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1


                                   -viii-
<PAGE>

<CAPTION>
<S>                                                                          <C>
2.   TRANSFER OF SERVICE ANNOUNCEMENTS . . . . . . . . . . . . . . . . . . . . VIII-1

3.   MISDIRECTED CALLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2

4.   911/E911 ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
     4.1  DESCRIPTION OF SERVICE . . . . . . . . . . . . . . . . . . . . . . . VIII-2
     4.2  TRANSPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
     4.3  COOPERATION AND LEVEL OF PERFORMANCE . . . . . . . . . . . . . . . . VIII-2
     4.4  BASIC 911 AND E911 GENERAL REQUIREMENTS. . . . . . . . . . . . . . . VIII-3
     4.5  COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-8

5.   INFORMATION SERVICES TRAFFIC. . . . . . . . . . . . . . . . . . . . . . . VIII-8
     5.1  ROUTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-8
     5.2  BILLING AND COLLECTION AND INFORMATION SERVICE PROVIDER (ISP)
          REMUNERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-8
     5.3  900-976 CALL BLOCKING. . . . . . . . . . . . . . . . . . . . . . . . VIII-9
     5.4  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-9

6.   TELEPHONE RELAY SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . VIII-9

7.   DIRECTORY ASSISTANCE (DA) AND OPERATOR SERVICES (OS). . . . . . . . . . . VIII-9
     7.1  DIRECTORY ASSISTANCE CALLS . . . . . . . . . . . . . . . . . . . . . VIII-9
     7.2  OPERATOR SERVICES CALLS. . . . . . . . . . . . . . . . . . . . . . . VIII-9

8.   DIRECTORY ASSISTANCE LISTINGS INFORMATION . . . . . . . . . . . . . . . .VIII-10

9.   DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTION . . . . . . . . . . . . . .VIII-10

10.  BUSY LINE VERIFICATION AND BUSY LINE VERIFICATION INTERRUPT . . . . . . .VIII-11

11.  SAG.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VIII-11

12.  DIALING FORMAT CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . .VIII-11

13.  OPERATIONAL SUPPORT SYSTEMS (OSS) . . . . . . . . . . . . . . . . . . . .VIII-11

ARTICLE IX
     COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1

     1. PHYSICAL COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
     1.1  SPACE PLANNING . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
     1.2  CONNECTION TO CUSTOMER LOOPS AND PORTS . . . . . . . . . . . . . . . . IX-1


                                     -ix-
<PAGE>

<CAPTION>
<S>                                                                              <C>
     1.3  CONNECTION TO OTHER COLLOCATED CARRIERS. . . . . . . . . . . . . . . . IX-2
     1.4  CHOICE OF VENDOR . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-2
     1.5  MONITORING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-2
     1.6  PHONE SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-2
     1.7  INTRAOFFICE DIVERSITY. . . . . . . . . . . . . . . . . . . . . . . . . IX-2
     1.8  NOTIFICATION OF MODIFICATIONS. . . . . . . . . . . . . . . . . . . . . IX-2
     1.9  DRAWINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-3
     1.10 CONSTRUCTION OF SPACE. . . . . . . . . . . . . . . . . . . . . . . . . IX-3
     1.11 CONNECTION EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . IX-4
     1.12 ACCESS TO ACI COLLOCATION SPACE. . . . . . . . . . . . . . . . . . . . IX-4
     1.14 COMMON COLLOCATION SPACE . . . . . . . . . . . . . . . . . . . . . . . IX-5

2.   ACCESS TO UNBUNDLED ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . IX-5

ARTICLE X
     ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY. . . . . . . . . . . . . .X-1

APPENDIX A
     SERVICE MATRIX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1

APPENDIX B
     INTERCONNECTION, TELECOMMUNICATIONS SERVICESAND FACILITIES AGREEMENT. . . . .B-1

APPENDIX C
     RATES AND CHARGES FORTRANSPORT AND TERMINATION OF TRAFFIC . . . . . . . . . .C-1

APPENDIX D
     RATES AND CHARGES FOR INTERIM NUMBER PORTABILITY USING RCF. . . . . . . . . .D-1

APPENDIX E

     (Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .E-1

APPENDIX F
     PRICES FOR UNBUNDLED ELEMENTS . . . . . . . . . . . . . . . . . . . . . . . .F-2

APPENDIX G
     RATES AND CHARGES FOR 911/E911 ARRANGEMENTS . . . . . . . . . . . . . . . . .G-1

APPENDIX H
     SERVICE ORDERING, PROVISIONING, BILLING AND MAINTENANCE . . . . . . . . . . .H-1


                                     -x-
<PAGE>

<CAPTION>
<S>                                                                            <C>
APPENDIX I
     (Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .I-1

APPENDIX J
     (Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .J-1

APPENDIX K
     (Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .K-1

APPENDIX L
     COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMENTS . . . . . . . .L-1

APPENDIX 46A
     GTE/ACI OPT-IN NEGOTIATION ISSUES MCI TERMS . . . . . . . . . . . . . . . .46A-1

APPENDIX 46B
     GTE/ACI OPT-IN NEGOTIATION ISSUES GTE TERMS . . . . . . . . . . . . . . . .46B-1
</TABLE>

                                      -xi-
<PAGE>

This Interconnection, Resale and Unbundling Agreement (the "Agreement"), is made
effective as of _______________, 199__, by and between GTE California
Incorporated, with its address for purposes of this Agreement at 600 Hidden
Ridge Drive, Irving, Texas 75038 ("GTE"), and ACI CORP. dba Accelerated
Connections, Inc., in its capacity as a certified provider of telecommunications
services ("ACI"), with its address for this Agreement at 8787 Complex Drive,
Suite 200, San Diego, California 92123 (GTE and ACI being referred to
collectively as the "Parties" and individually as a "Party").  This Agreement
covers services in the state of California only (the "State").

WHEREAS, interconnection between competing Local Exchange Carriers ("LECs") is
necessary and desirable for the mutual exchange and termination of traffic
originating on each LEC's network; and

WHEREAS, the Parties desire to exchange such traffic and related signaling in a
technically and economically efficient manner at defined and mutually agreed
upon interconnection points; and

WHEREAS, the Parties wish to enter into an agreement to interconnect their
respective telecommunications networks on terms that are fair and equitable to
both Parties; and

WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes
specific obligations on LECs with respect to the interconnection of their
networks, resale of their telecommunications services, access to their poles,
ducts, conduits and rights-of-way and, in certain cases, the offering of certain
unbundled network elements and physical collocation of equipment in LEC
premises; and

WHEREAS, both Parties agree that: rates in this Agreement are those that
resulted from the arbitration of the MCI agreement, which is currently on
appeal; both Parties wish to avoid the expense and delay of arbitrating rates in
this Agreement; ACI is putting itself in the legal position of MCI with respect
to those rates in this Agreement that are drawn from the MCI arbitration; GTE is
fully preserving its legal positions, rights and remedies with respect to those
rates, and; the Parties will conform the rates in this Agreement to the results
of that appeal and any subsequent proceedings.

NOW, THEREFORE, in consideration of the mutual provisions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, GTE and ACI hereby covenant and agree as follows:

<PAGE>

                                  ARTICLE I
                       SCOPE AND INTENT OF AGREEMENT


Pursuant to this Agreement, the Parties will extend certain arrangements to 
one another within each area in which they both operate within the State for 
purposes of interconnection and the exchange of traffic between their 
respective end user customers, and reciprocal access to poles, ducts, 
conduits and rights-of-way.  This Agreement also governs the purchase by ACI 
of certain unbundled network elements from GTE, and the terms and conditions 
of the collocation of certain equipment of ACI in the premises of GTE. This 
Agreement will be submitted to the California Public Utilities Commission 
(the "Commission") for approval.  The Parties agree that their entrance into 
this Agreement is without prejudice to and does not waive any positions they 
may have taken previously, or may take in the future, in any legislative, 
regulatory, judicial or other public forum addressing any matters, including 
matters related to the same types of arrangements and/or matters related to 
GTE's cost recovery covered in this Agreement. ACI agrees to negotiate 
nondiscriminatory terms and conditions for the provision of services and 
facilities to GTE. GTE's execution of this Agreement is not a concession or 
waiver in any manner concerning its position that certain of the rates 
contained herein are unlawful, illegal and improper.

The services and facilities to be provided to ACI by GTE in satisfaction of 
this Agreement may be provided pursuant to GTE tariffs and then current 
practices. As to services and facilities, the terms of which are governed by 
tariff pursuant to the terms of this Agreement, then modification to the 
tariff terms will be deemed to be applicable to any rates, terms, and 
conditions of this Agreement, unless otherwise specified herein in accordance 
with Article III, Section 40. Should services and facilities, the terms of 
which are defined in this Agreement (and not governed by tariff pursuant to 
terms of this Agreement), be modified by an immediately effective Order, 
including any modifications resulting from other Commission proceedings, 
federal court review or other judicial action, the modifications will be 
deemed to be applicable to any rates, terms, and conditions of this 
Agreement, unless otherwise specified herein in accordance with Article III, 
Section 40.


                                     I-1

<PAGE>

                                      ARTICLE II
                                     DEFINITIONS


1.   GENERAL DEFINITIONS.  Except as otherwise specified herein, the following
     definitions shall apply to all Articles and Appendices contained in this
     Agreement.  Additional definitions that are specific to the matters
     covered in a particular Article may appear in that Article.  To the
     extent that there may be any conflict between a definition set forth in
     this Article II and any definition in a specific Article or Appendix, the
     definition set forth in the specific Article or Appendix shall control
     with respect to that Article or Appendix.

1.1  "ACCESS SERVICE REQUEST" (ASR) means an industry standard form used by
     the Parties to add, establish, change or disconnect services or trunks
     for the purposes of Interconnection.

1.2  "ACT" means the Telecommunications Act of 1996, Public Law 104-104 of the
     104th United States Congress effective February 8, 1996.

1.3  "AFFILIATE" of a Party means a person, corporation or other legal entity
     that, directly or indirectly, owns or controls a Party, or is owned or
     controlled by, or is under common ownership or control with a Party. 

1.4  "AMA" means the Automated Message Accounting structure inherent in switch
     technology that initially records telecommunication message information. 
     AMA format is contained in the Automated Message Accounting document,
     published by Bellcore as GR-1100-CORE which defines the industry standard
     for message recording.

1.5  "APPLICABLE LAW" shall mean all laws, statutes, common law, regulations,
     ordinances, codes, rules, guidelines, orders, permits, and approvals of
     any Governmental Authority, which apply or relate to the subject matter
     of this Agreement.

1.6  "AUTOMATIC LOCATION IDENTIFICATION/DATA MANAGEMENT SYSTEM (ALI/DMS)"
     means the emergency services (E911/911) database containing customer
     location information (including name, address, telephone number, and
     sometimes special information from the local service provider) used to
     process subscriber access records into Automatic Location Identification
     (ALI) records.  From this database, records are forwarded to GTE's ALI
     Gateway for downloading by local ALI database systems to be available for
     retrieval in response to ANI from a 9-1-1 call.  Also, from this
     database, GTE will upload to its selective routers the selective router
     ALI (SR/ALI) which is used to determine to which Public Safety Answering
     Point ("PSAP") to route the call.


                                      II-1

<PAGE>

1.7  "AUTOMATIC NUMBER IDENTIFICATION" OR "ANI" refers to the number
     transmitted through the network identifying the calling party.

1.8  "BELLCORE" means an organization owned jointly by the Bell regional
     holding companies and that may in the future be owned partially or
     totally by other persons, that conducts research and development projects
     for its owners, including development of new telecommunications services. 
     Bellcore also provides certain centralized technical and management
     services for the regional holding companies and also provides generic
     requirements for the telecommunications industry for products, services
     and technologies.

1.9  "BILL-AND-KEEP ARRANGEMENT" means a compensation arrangement whereby the
     Parties do not render bills to each other for the termination of local
     traffic specified in this Agreement and whereby the Parties terminate
     local exchange traffic originating from end-users served by the networks
     of the other Party  without explicit charging among or between said
     carriers for such traffic exchange. 

1.10 "BONA FIDE REQUEST (BFR)" process is intended to be used when requesting
     customized Service Orders for certain services, features, capabilities or
     functionality defined and agreed upon by the Parties as services to be
     ordered as Bona Fide Requests.

1.11 "BUSINESS DAY" shall mean Monday through Friday, except for holidays on
     which the U.S. mail is not delivered.

1.12 "CENTRAL OFFICE SWITCH" means a switch used to provide telecommunications
     services including (i) "END OFFICE SWITCHES" which are Class 5 switches
     from which end user Exchange Services are directly connected and offered,
     and (ii) "TANDEM OFFICE SWITCHES" which are Class 4 switches which are
     used to connect and switch trunk circuits between and among central
     office switches.  Central office switches may be employed as combination
     end office/tandem office switches (combination Class 5/Class 4).

1.13 "CENTRALIZED MESSAGE DISTRIBUTION SYSTEM" (CMDS) means the billing record
     and clearing house transport system that the Regional Bell Operating
     Companies ("RBOCs") and other incumbent LECs use to efficiently exchange
     out collects and in collects as well as Carrier Access Billing System
     ("CABS") records.

1.14 "CLLI CODES" means Common Language Location Identifier Codes.

1.15 "COMMERCIAL MOBILE RADIO SERVICES" (CMRS) means a radio communication
     service  between mobile stations or receivers and land stations, or by
     mobile stations communicating among themselves that is provided for
     profit and that


                                    II-2

<PAGE>

     makes interconnected service available to the public or to such classes 
     of eligible users as to be effectively available to a substantial 
     portion of the public.

1.16 "COMMISSION" means the California Public Utiltites Commission.

1.17 "COMMON CHANNEL SIGNALING" OR "CCS" means a high-speed specialized
     packet-switched communications network that is separate (out-of-band)
     from the public packet-switched and message networks.  CCS carries
     addressed signaling messages for individual trunk circuits and/or
     database-related services between Signaling Points in the CCS network
     using SS7 signaling protocol.

1.18 "COMPETITIVE LOCAL EXCHANGE CARRIER" (CLEC) means any company or person 
     authorized to provide local exchange services in competition with an
     ILEC.

1.19 "COMPLIANCE" means environmental and safety laws and regulations are
     based upon a federal regulatory framework, with certain responsibilities
     delegated to the States.  An environmental/safety compliance program may
     include review of applicable laws/regulations, development of written
     procedures, training of employees and auditing.

1.20 "CUSTOMER" may mean GTE or ACI depending on the context and which Party
     is receiving the service from the other Party.

1.21 "CUSTOMER USAGE DATA" means that the local telecommunications services
     usage data of a ACI customer, measured in minutes, sub-minute increments,
     message units, or otherwise, that is recorded and exchanged by the
     Parties.  

1.22 "DS-1" is a digital signal rate of 1.544 Mbps.

1.23 "DS-3" is a digital signal rate of 44.736 Mbps.

1.24 "ELECTRONIC FILE TRANSFER" refers to a system or process which utilizes
     an electronic format and protocol to send/receive data files.

1.25 "EMR" means the Exchange Message Record which is an industry standard
     record used to exchange telecommunications message information among
     CLECs for billable, non-billable, sample, settlement and study data. EMR
     format is defined in BR-010-200-010 CRIS Exchange Message Record,
     published by Bellcore and which defines the industry standard for
     exchange message records.

1.26 "E-911 SERVICE" is a method of routing 911 calls to a Public Service
     Answering Point  that uses a customer location database to determine the
     location to


                                      II-3

<PAGE>

     which a call should be routed. E-9-1-1 service includes the forwarding 
     of the caller's Automatic Number Identification (ANI) to the PSAP where 
     the ANI is used to retrieve and display the Automatic Location 
     Identification (ALI) on a terminal screen at the answering Attendant's 
     position.  It usually includes selective routing.

1.27 "EXCHANGE SERVICE" shall be defined as set forth in the Act.

1.28 "EIS" OR "EXPANDED INTERCONNECTION SERVICE" means a service that provides
     interconnecting carriers with the capability to terminate basic
     transmission facilities, including optical terminating equipment and
     multiplexers, at GTE's wire centers and access tandems and interconnect
     those facilities with the facilities of GTE.  Microwave is available on a
     case-by-case basis where feasible.

1.29 "FACILITY" means all buildings, equipment, structures and other items
     located on a single site or contiguous or adjacent sites owned or
     operated by the same persons or person as used in Article III, Section
     44.

1.30 "FCC" means the Federal Communications Commission.

1.31 "GENERATOR" means under Resource Conservation Recovery Act (RCRA), the
     person whose act produces a hazardous waste (40 CFR 261) or whose act
     first causes a hazardous waste to become subject to regulation.  The
     generator is legally responsible for the proper management and disposal
     of hazardous wastes in accordance with regulations.

1.32 "GTOC" means GTE Telephone Operating Company.

1.33 "GUIDE" means the GTE Open Market Transition Order/Processing Guide/ALEC
     Customer Guide, which contains GTE's operating procedures for ordering,
     provisioning, trouble reporting and repair for resold services and
     unbundled elements. Except as specifically provided otherwise in this
     Agreement, service ordering, provisioning, billing and maintenance shall
     be governed by the "Guide" which may be amended from time to time by GTE
     as needed. GTE will provide notification to ACI at least 30 days in
     advance of implementing any material changes in procedures contained in
     the Guide. Notification may be accomplished via industry standard
     notification processes, GTE's Internet site, or other means.

1.34 "HAZARDOUS CHEMICAL" means as defined in the U.S. Occupational Safety and
     Health (OSHA) hazard communication standard (29 CFR 1910.1200), any
     chemical which is a health hazard or physical hazard.


                                     II-4

<PAGE>

1.35 "HAZARDOUS WASTE" means as described in Resource Conservation and
     Recovery Act (RCRA), a solid waste(s) which may cause, or significantly
     contribute to an increase in mortality or illness or pose a substantial
     hazard to human health or the environment when improperly treated,
     stored, transported or disposed of or otherwise managed because of its
     quantity, concentration or physical or chemical characteristics.

1.36 "IMMINENT DANGER" means as described in the Occupational Safety and
     Health Act and expanded for environmental matters, any conditions or
     practices at a facility which are such that a danger exists which could
     reasonably be expected to cause death or serious harm or significant
     damage to the environment or natural resources.

1.37 "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC) means any local exchange
     carrier that was as of February 8, 1996,  deemed to be a member of the
     Exchange Carrier Association as set forth in 47 C.F.R. Section 69.601(b)
     of the FCC's regulations.

1.38 "INTERIM NUMBER PORTABILITY (INP)" means the delivery of LNP
     capabilities, from a customer standpoint in terms of call completion,
     with as little impairment of functioning, quality, reliability, and
     convenience as possible and from a carrier standpoint in terms of
     compensation, through the use of existing and available call routing,
     forwarding, and addressing capabilities.

1.39 "INTERCONNECTION POINT" ("IP") means the physical point on the network
     where the two parties interconnect.  The "IP" is the demarcation point
     between ownership of the transmission facility.

1.40 "ISDN USER PART (ISUP)" means a part of the SS7 protocol that defines
     call setup messages and call takedown messages.

1.41 "IXC" OR "INTEREXCHANGE CARRIER" means a telecommunications service
     provider authorized by the FCC to provide interstate long distance
     communications services between LATAs and are authorized by the State to
     provide inter- and/or intraLATA long distance communications services
     within the State.

1.42 "INTERNETWORK FACILITIES" OR "INTERCONNECTION FACILITY" means the
     physical connection of separate pieces of equipment, transmission
     facilities, etc., within, between and among networks, for the
     transmission and routing of exchange service and exchange access.

1.43 "LATA" means Local Access and Transport Area.  A LATA denotes a
     geographic area for the provision and administration of communications
     service; I.E., intraLATA or interLATA.


                                     II-5

<PAGE>

1.44 "LINE INFORMATION DATA BASE (LIDB)" means one or all, as the context may
     require, of the Line Information databases owned individually by GTE and
     other entities which provide, among other things, calling card validation
     functionality for telephone line number cards issued by GTE and other
     entities.  A LIDB also contains validation data for collect and third
     number-billed calls; i.e., Billed Number Screening.  

1.45 "LINE SIDE" refers to an end office switch connection that has been
     programmed to treat the circuit as a local line connected to an ordinary
     telephone station set.  Line side connections offer only those
     transmission and signaling features appropriate for a connection between
     an end office and an ordinary telephone set.

1.46 "LOCAL EXCHANGE CARRIER" OR "LEC" means any company certified by the
     Commission to provide local exchange telecommunications service.  This
     includes the Parties to this Agreement.

1.47 "LOCAL EXCHANGE ROUTING GUIDE" OR "LERG" means the Bellcore reference
     customarily used to identify NPA-NXX routing and homing information, as
     well as network element and equipment designation.

1.48 "LOCAL NUMBER PORTABILITY (LNP)" means the ability of users of
     telecommunications services to retain, at the same location, existing
     telecommunications numbers without impairment of quality, reliability, or
     convenience when switching from one telecommunications carrier to
     another.  

1.49 "LOCAL TRAFFIC" means traffic that is originated by an end user of one
     Party and terminates to the end user of the other Party within GTE's then
     current local serving area, including mandatory local calling scope
     arrangements. A mandatory local calling scope arrangement is an
     arrangement that provides end users a local calling scope, Extended Area
     Service ("EAS"), beyond their basic exchange serving area. Local Traffic
     does NOT include optional local calling scopes (i.e., optional rate
     packages that permit the end user to choose a local calling scope beyond
     their basic exchange serving area for an additional fee), referred to
     hereafter as "optional EAS."  Local Traffic excludes Information Service
     Providers ("ISP") traffic (E.G., Internet, paging, 900-976, etc.).

1.50 "MDF" OR "MAIN DISTRIBUTION FRAME" means the distribution frame used to
     interconnect cable pairs and line trunk equipment terminating on a
     switching system.

1.51 "MEET-POINT BILLING" OR "MPB" refers to an arrangement whereby two LECs
     jointly provide the transport element of a switched access service to one
     of the 


                                     II-6

<PAGE>

     LEC's end office switches, with each LEC receiving an appropriate 
     share of the transport element revenues as defined by their effective 
     access tariffs.

1.52 "MECAB" refers to the MULTIPLE EXCHANGE CARRIER ACCESS BILLING ("MECAB")
     document prepared by the Billing Committee of the Ordering and Billing
     Forum ("OBF"), which functions under the auspices of the Carrier Liaison
     Committee ("CLC") of the Alliance for Telecommunications Industry
     Solutions ("ATIS").  The MECAB document, published by Bellcore as Special
     Report SR-BDS-000983, contains the recommended guidelines for the billing
     of an access service provided by two or more LECs, or by one LEC in two
     or more states within a single LATA.

1.53 "MECOD" refers to the MULTIPLE EXCHANGE CARRIERS ORDERING AND DESIGN
     ("MECOD") GUIDELINES FOR ACCESS SERVICES - INDUSTRY SUPPORT INTERFACE, a
     document developed by the Ordering/Provisioning Committee under the
     auspices of the Ordering and Billing Forum ("OBF"), which functions under
     the auspices of the Carrier Liaison Committee ("CLC") of the Alliance for
     Telecommunications Industry Solutions ("ATIS").  The MECOD document,
     published by Bellcore as Special Report SR-STS-002643, establish methods
     for processing orders for access service which is to be provided by two
     or more LECs.

1.54 "MID-SPAN FIBER MEET" means an Interconnection architecture whereby two
     carriers' fiber transmission facilities meet at a mutually agreed-upon
     POI. 


1.55 "NANP" means the "North American Numbering Plan", the system of telephone
     numbering employed in the United States, Canada, and the Caribbean
     countries that employ NPA 809.

1.56 "NETWORK ELEMENT" means a facility or equipment used in the provision of
     a telecommunications service.  Network Element includes features,
     functions, and capabilities that are provided  by means of such facility
     or equipment, including subscriber numbers, databases, signaling systems,
     and information sufficient for billing and collection or used in the
     transmission, routing, or other provision of a telecommunications
     service.  

1.57 "NID" OR "NETWORK INTERFACE DEVICE" means the point of demarcation
     between the end user's inside wiring and GTE's facilities.

1.58 "NUMBERING PLAN AREA" OR "NPA" is also sometimes referred to as an area
     code.  This is the three digit indicator which is defined by the "A",
     "B", and "C" digits of each 10-digit telephone number within the NANP. 
     Each NPA contains 800 possible NXX Codes.  There are two general
     categories of NPA, "GEOGRAPHIC NPAs" and "NON-GEOGRAPHIC NPAs".  A
     Geographic NPA is


                                     II-7

<PAGE>

     associated with a defined geographic area, and all telephone numbers 
     bearing such NPA are associated with services provided within that 
     geographic area.  A Non-Geographic NPA, also known as a "SERVICE ACCESS 
     CODE" or "SAC CODE" is typically associated with a pecialized 
     telecommunications service which may be provided across multiple 
     geographic NPA areas.  800, 900, 700, and 888 are examples of 
     Non-Geographic NPAs.

1.59 "NXX", "NXX CODE", "CENTRAL OFFICE CODE" OR "CO CODE" is the three digit
     switch entity indicator which is defined by the "D", "E", and "F" digits
     of a 10-digit telephone number within the NANP.  Each NXX Code contains
     10,000 station numbers.

1.60 "911 SERVICE" means a universal telephone number which gives the public
     direct access to the PSAP.   Basic 911 service collects 911 calls from
     one or more local exchange switches that serve a geographic area.  The
     calls are then sent to the correct authority designated to receive such
     calls.

1.61 "OWNER AND OPERATOR" means as used in OSHA regulations, owner is the
     legal entity, including a lessee, which exercises control over management
     and record keeping functions relating to a building or facility.  As used
     in the Resource Conservation and Recovery Act (RCRA), operator means the
     person responsible for the overall (or part of the) operations of a
     facility.

1.62 "POI" means Point of Interconnection designated for routing of local
     interconnection trunks.

1.63 "POLE ATTACHMENT" has the meaning as set forth in Article X and APPENDIX
     J of this Agreement.

1.64 "PROVIDER" may mean GTE or ACI depending on the context and which Party
     is providing the service to the other Party.

1.65 "PUBLIC SAFETY ANSWERING POINT" OR "PSAP" means an answering location for
     9-1-1 calls originating in a given area.  A PSAP may be designated as
     Primary or Secondary, which refers to the order in which calls are
     directed for answering.  Primary PSAPs respond first; Secondary PSAPs
     receive calls on a transfer basis only, and generally serve as a
     centralized answering location for a particular type of emergency call. 
     PSAPs are staffed by employees of  Emergency Response Agencies ("ERAs")
     such as police, fire or emergency medical agencies or by employees of a
     common bureau serving a group of such entities.

1.66 "RATE CENTER" means the specific geographic point and corresponding
     geographic area that are associated with one or more particular NPA-NXX
     Codes that have been assigned to a LEC for its provision of Exchange


                                     II-8

<PAGE>

     Services.  The geographic point is identified by a specific Vertical and
     Horizontal (V&H) coordinate that is used to calculate distance-sensitive
     end user traffic to/from the particular NPA-NXXs associated with the
     specific Rate Center.

1.67 "RIGHT-OF-WAY" OR "ROW" means the right to use the land or other property
     of another party to place poles, conduits, cables, other structures and
     equipment, or to provide passage to access such structures and equipment. 
     A ROW may run under, on, or above public or private property (including
     air space above public or private property) and may include the right to
     use discrete space in buildings, building complexes, or other locations. 

1.68 "ROUTING POINT" denotes a location that a LEC has designated on its
     network as the homing (routing) point for traffic that terminates to
     Exchange Services provided by the LEC that bear a certain NPA-NXX
     designation.  The Routing Point is used to calculate airline mileage for
     the distance-sensitive transport element charges of Switched Access
     Services.  Pursuant to Bellcore Practice BR795-100-100, the Routing Point
     may be an end office location, or a "LEC Consortium Point of
     Interconnection."  The Routing Point must be in the same LATA as the
     associated NPA-NXX.

1.69 "SERVICE CONTROL POINT" OR "SCP" is the node in the signaling network to 
     which informational requests for service handling, such as routing, are 
     directed and processed.  The SCP is a real time database system that, 
     based on a query from the SSP, performs subscriber or 
     application-specific service logic, and then sends instructions back to 
     the SSP on how to continue call processing.

1.70 "SERVICE SWITCHING POINT" OR "SSP" means a Signaling Point that can
     launch queries to databases and receive/interpret responses used to
     provide specific customer services.

1.71 "SIGNALING POINT" OR "SP" means a node in the CCS network that originates
     and/or receives signaling messages, or transfers signaling messages from
     one signaling link to another, or both.

1.72 "SIGNALING SYSTEM 7" OR "SS7" means the signaling protocol, Version 7, of
     the CCS network, based upon American National Standards Institute
     ("ANSI") standards.

1.73 "SIGNAL TRANSFER POINT" OR "STP" means  a packet switch in the CCS
     network that is used to  route signaling messages among SSPs, SCPs and
     other STPs in order to set up calls and to query databases for advanced
     services.  GTE's network includes mated pairs of local and regional STPs. 
     STPs are provided in pairs for redundancy.  GTE STPs conform to ANSI
     T1.111-8 standards.


                                     II-9

<PAGE>

1.74 "SUBSIDIARY" of a Party means a corporation or other legal entity that is
     majority owned by such Party.

1.75 "SYNCHRONOUS OPTICAL NETWORK" OR "SONET" means synchronous electrical
     ("STS") or optical channel ("OC")  connections between LECs.

1.76 "SWITCHED ACCESS SERVICE" means the offering of facilities for the
     purpose of the origination or termination of traffic to or from Exchange
     Service customers in a given area pursuant to a switched access tariff. 
     Switched Access Services include: Feature Group A, Feature Group B,
     Feature Group C, Feature Group D, 800 access and 900 access services.

1.77 "TELECOMMUNICATIONS SERVICES" means the offering of telecommunications
     for a fee directly to the public, or to such classes of users as to be
     effectively available directly to the public, regardless of the
     facilities used.

1.78 "THIRD PARTY CONTAMINATION" means environmental pollution that is not
     generated by the LEC or CLEC but results from off-site activities
     impacting a facility.

1.79 "TRUNK SIDE" refers to a central office switch connection that is capable
     of, and has been programmed to treat the circuit as, connecting to
     another switching entity, for example, to another central office switch. 
     Trunk side connections offer those transmission and signaling features
     appropriate for the connection of switching entities and cannot be used
     for the direct connection of ordinary telephone station sets. 

1.80 "UNDEFINED TERMS" means the Parties acknowledge that terms may appear in
     this Agreement which are not defined and agree that any such terms shall
     be construed in accordance with their customary usage in the
     telecommunications industry as of the effective date of this Agreement.

1.81 "VERTICAL FEATURES" (INCLUDING "CLASS FEATURES") means vertical services
     and switch functionalities provided by GTE, including:  Automatic Call
     Back; Automatic Recall; Call Forwarding Busy Line/Don't Answer; Call
     Forwarding Don't Answer; Call Forwarding Variable; Call Forwarding - Busy
     Line; Call Trace; Call Waiting; Call Number Delivery Blocking Per Call;
     Calling Number Blocking Per Line; Cancel Call Waiting; Distinctive
     Ringing/Call Waiting; Incoming Call Line Identification Delivery;
     Selective Call Forward; Selective Call Rejection; Speed Calling; and
     Three Way Calling/Call Transfer.

1.82 "WIRE CENTER" means a building or space within a building that serves as
     an aggregation point on a LEC's network, where transmission facilities
     and circuits are connected or switched.  "Wire center" can also denote a
     building in which


                                     II-10

<PAGE>

     one or more Central Offices, used for the provision of exchange services 
     and access services, are located.



                                     II-11

<PAGE>

                                  ARTICLE III
                              GENERAL PROVISIONS


1.   SCOPE OF GENERAL PROVISIONS.  Except as may otherwise be set forth in a
     particular Article or Appendix of this Agreement, in which case the
     provisions of such Article or Appendix shall control, these General
     Provisions apply to all Articles and Appendices of this Agreement.

2.   TERM AND TERMINATION.

2.1  TERM.  Subject to the termination provisions contained in this Agreement,
     the term of this Agreement shall be two (2) years from the effective date
     referenced in the first paragraph of this Agreement and shall continue in
     effect for consecutive one (1) year terms until either Party gives the
     other Party at least ninety (90) calendar days written notice of
     termination, which termination shall be effective at the end of the
     then-current term.  In the event notice is given less than 90 calendar days
     prior to the end of the current term, this Agreement shall remain in
     effect for 90 calendar days after such notice is received, provided, that
     in no case shall the term be extended beyond 90 calendar days after the
     end of the current term.

2.2  POST-TERMINATION ARRANGEMENTS.  Except in the case of termination as a
     result of either Party's default or a termination upon sale, for service
     arrangements made available under this Agreement and existing at the time
     of termination, those arrangements may continue without interruption
     (a) under a new agreement voluntarily executed by the Parties; (b) standard
     terms and conditions approved and made generally effective by the
     Commission, if any; (c) tariff terms and conditions made generally
     available to all CLECs; or (d) any rights under Section 252(i) of the
     Act.

2.3  TERMINATION UPON DEFAULT.  Either Party may terminate this Agreement in
     whole or in part in the event of a default by the other Party; PROVIDED
     HOWEVER, that the non-defaulting Party notifies the defaulting party in
     writing of the alleged default and that the defaulting Party does not
     cure the alleged default within sixty (60) calendar days of receipt of
     written notice thereof.  Default is defined to include:

     (a)  A Party's insolvency or the initiation of bankruptcy or
          receivership proceedings by or against the Party; or

     (b)  A Party's refusal or failure in any material respect properly to
          perform its obligations under this Agreement, or the violation any
          of the material terms or conditions of this Agreement.


                                       III-1

<PAGE>

2.4  TERMINATION UPON SALE.  Notwithstanding anything to the contrary
     contained herein, a Party may terminate this Agreement as to a specific
     operating area or portion thereof of such Party if such Party sells or
     otherwise transfers the area or portion thereof.  The Party shall provide
     the other Party with at least ninety (90) calendar days' prior written
     notice of such termination, which shall be effective on the date
     specified in the notice.  Notwithstanding termination of this Agreement
     as to a specific operating area, this Agreement shall remain in full
     force and effect in the remaining operating areas.

2.5  LIABILITY UPON TERMINATION.  Termination of this Agreement, or any part
     hereof, for any cause shall not release either Party from any liability
     which at the time of termination had already accrued to the other Party
     or which thereafter accrues in any respect to any act or omission
     occurring prior to the termination or from an obligation which is
     expressly stated in this Agreement to survive termination.

3.   AMENDMENTS.  Any amendment, modification, or supplement to this Agreement
     must be in writing and signed by an authorized representative of each
     Party. The term "this Agreement" shall include future amendments,
     modifications, and supplements.

4.   ASSIGNMENT.  Any assignment by either Party of any right, obligation, or
     duty, in whole or in part, or of any interest, without the written
     consent of the other Party shall be void, except that either Party may
     assign all of its rights, and delegate its obligations, liabilities and
     duties under this Agreement, either in whole or in part, to any entity
     that is, or that was immediately preceding such assignment, a Subsidiary
     or Affiliate of that Party without consent, but with written
     notification. Consent for assignment will not be unreasonably withheld.
     The effectiveness of an assignment shall be conditioned upon the
     assignee's written assumption of the rights, obligations, and duties of
     the assigning Party.

5.   AUTHORITY.  Each person whose signature appears on this Agreement
     represents and warrants that he or she has authority to bind the Party on
     whose behalf he or she has executed this Agreement.

6.   RESPONSIBILITY FOR PAYMENT.  All charges for Services provided under this
     Agreement will be billed to ACI, including all applicable taxes and
     surcharges.  In addition, the End User Common Line (EUCL) Charge from
     GTOC Tariff FCC No. 1 is applicable to Resold Services.  ACI is
     responsible for payment of charges billed regardless of any billing
     arrangements or situation between ACI and its end user customer.

7.   BILLING AND PAYMENT.  Except as provided elsewhere in this Agreement and
     where applicable, in conformance with MECAB and MECOD guidelines, ACI 


                                       III-2

<PAGE>

     and GTE agree to exchange all information to accurately, reliably, and
     properly bill for features, functions and services rendered under this
     Agreement.

7.1  DISPUTE.  If one Party disputes a billing statement issued by the other
     Party, the billed Party shall notify Provider in writing regarding the
     nature and the basis of the dispute within six (6) months of the
     statement date or the dispute shall be waived.  The Parties shall
     diligently work toward resolution of all billing issues.

7.2  LATE PAYMENT CHARGE.  If any undisputed amount due on the billing
     statement is not received by Provider on the payment due date, Provider
     may charge, and Customer agrees to pay, at Provider's option, interest on
     the past due balance at a rate equal to the lesser of the interest rates
     set forth in the applicable GTE/Contel state access tariffs or the
     GTOC/GSTC FCC No. 1 tariff, one and one-half percent (1 1/2%) per month or
     the maximum nonusurious rate of interest under applicable law.  Late
     payment charges shall be included on the next statement.

7.3  DUE DATE.  Payment is due 30 calendar days from the bill date.

7.4  AUDITS.  Either Party may conduct an audit of the other Party's books and
     records pertaining to the Services provided under this Agreement, no more
     frequently than once per twelve (12) month period, to evaluate the other
     Party's accuracy of billing, data and invoicing in accordance with this
     Agreement.  Any audit shall be performed as follows:  (i) following at
     least thirty (30) Business Days' prior written notice to the audited
     Party; (ii) subject to the reasonable scheduling requirements and
     limitations of the audited Party: (iii) at the auditing Party's sole cost
     and expense; (iv) of a reasonable scope and duration; (v) in a manner so
     as not to interfere with the audited Party's business operations; and
     (vi) in compliance with the audited Party's security rules.

8.   BINDING EFFECT.  This Agreement shall be binding on and inure to the
     benefit of the respective successors and permitted assigns of the
     Parties.

9.   CAPACITY PLANNING AND FORECASTING.  Within thirty (30) days from the
     Effective Date of this Agreement, the Parties agree to have met and
     developed joint planning and forecasting responsibilities which are
     applicable to Local Services, including Features, Network Elements, INP,
     Interconnection Services, Collocation, Poles, Conduits and Rights of Way
     (ROW).  Such responsibilities shall include but are not limited to the
     following:

     (a)  The Parties will establish periodic reviews of network and
          technology plans and will notify one another no later than six (6)
          months in advance of changes that would impact either Party's
          provision of services.


                                       III-3

<PAGE>

     (b)  ACI will furnish to GTE information that provides for state-wide
          annual forecasts of order activity, in-service quantity forecasts,
          and facility/demand forecasts.

     (c)  The Parties will develop joint forecasting responsibilities for
          traffic utilization over trunk groups and yearly forecasted trunk
          quantities.

     (d)  ACI shall notify GTE promptly of changes to current forecasts
          (increase or decrease) that generate a shift in the demand curve
          for the following forecasting period.

10.  COMPLIANCE WITH LAWS AND REGULATIONS.  Each Party shall comply with all
     federal, state, and local statutes, regulations, rules, ordinances,
     judicial decisions, and administrative rulings applicable to its
     performance under this Agreement.

11.  CONFIDENTIAL INFORMATION.

11.1 IDENTIFICATION.  Either Party may disclose to the other proprietary or
     confidential customer, technical, or business information in written,
     graphic, oral or other tangible or intangible forms ("Confidential
     Information").  In order for information to be considered Confidential
     Information under this Agreement, it must be marked "Confidential" or
     "Proprietary," or bear a marking of similar import if in written or
     graphic form, or be identified as confidential at the time of disclosure
     if oral. Orally or visually disclosed information shall be deemed
     Confidential Information only if contemporaneously identified as such and
     reduced to writing and delivered to the other Party with a statement or
     marking of confidentiality within thirty (30) calendar days after oral or
     visual disclosure.

     Notwithstanding the foregoing, preorders and all orders for Services or
     network elements placed by ACI pursuant to this Agreement, and
     information that would constitute customer proprietary network
     information of ACI end user customers pursuant to the Act and the rules
     and regulations of the FCC, as well as recorded usage information with
     respect to ACI end users, whether disclosed by ACI to GTE or otherwise
     acquired by GTE in the course of its performance under this Agreement,
     and where GTE is the NANP Number Plan Administrator, ACI information
     submitted to GTE in connection with such responsibilities shall be deemed
     Confidential Information of ACI for all purposes under this Agreement
     whether or not specifically marked or designated as confidential or
     proprietary.

11.2 HANDLING.  In order to protect such Confidential Information from
     improper disclosure, each Party agrees:


                                       III-4

<PAGE>

     (a)  That all Confidential Information shall be and shall remain the
          exclusive property of the source;

     (b)  To limit access to such Confidential Information to authorized
          employees who have a need to know the Confidential Information for
          performance of this Agreement;

     (c)  To keep such Confidential Information confidential and to use the
          same level of care to prevent disclosure or unauthorized use of
          the received Confidential Information as it exercises in
          protecting its own Confidential Information of a similar nature;

     (d)  Not to copy, publish, or disclose such Confidential Information to
          others or authorize anyone else to copy, publish, or disclose such
          Confidential Information to others without the prior written
          approval of the source;

     (e)  To return promptly any copies of such Confidential Information to
          the source at its request; and

     (f)  To use such Confidential Information only for purposes of
          fulfilling work or services performed hereunder and for other
          purposes only upon such terms as may be agreed upon between the
          Parties in writing.

     (g)  Neither Party's retail operations shall have access to, know of,
          be permitted to obtain, be provided with, obtain disclosure about
          or otherwise have communicated to it any information defined as
          Confidential Information.

11.3 EXCEPTIONS.  These obligations shall not apply to any Confidential
     Information that was legally in the recipient's possession prior to
     receipt from the source, was received in good faith from a Third Party
     not subject to a confidential obligation to the source, now is or later
     becomes publicly known through no breach of confidential obligation by
     the recipient, was developed by the recipient without the developing
     persons having access to any of the Confidential Information received in
     confidence from the source, or that is required to be disclosed pursuant
     to subpoena or other process issued by a court or administrative agency
     having appropriate jurisdiction, provided, however, that the recipient
     shall give prior notice to the source and shall reasonably cooperate if
     the source deems it necessary to seek protective arrangements.

11.4 SURVIVAL.  The obligation of confidentiality and use with respect to
     Confidential Information disclosed by one Party to the other shall
     survive any termination of this Agreement for a period of three (3) years
     from the date of the initial disclosure of the Confidential Information.


                                       III-5

<PAGE>

12.  CONSENT.  Where consent, approval, or mutual agreement is required of a
     Party, it shall not be unreasonably withheld or delayed.

13.  COOPERATION ON FRAUD MINIMIZATION.  ACI assumes responsibility for all
     fraud associated with its end user customers and accounts.  GTE shall
     have no responsibility for, nor is it required to investigate or make
     adjustments to ACI's account in cases of fraud.  The Parties agree that
     they shall cooperate with one another to resolve cases of fraud.  The
     Parties' fraud minimization procedures are to be cost effective and
     implemented so as not to unduly burden or harm one Party as compared to
     the other.

14.  DISPUTE RESOLUTION.

14.1 ALTERNATIVE TO LITIGATION.  Except as provided under Section 252 of the
     Act with respect to the approval of this Agreement by the Commission, the
     Parties desire to resolve disputes arising out of or relating to this
     Agreement without litigation.  Accordingly, except for action seeking a
     temporary restraining order or an injunction related to the purposes of
     this Agreement, or suit to compel compliance with this dispute resolution
     process, the Parties agree to use the following alternative dispute
     resolution procedures as their sole remedy with respect to any
     controversy or claim arising out of or relating to this Agreement or its
     breach. Nothing in this section shall be construed to divest the
     Commission or the FCC of any jurisdiction they otherwise have over
     matters of public policy or interpretation of, and compliance with, state
     or federal law, and either Party may seek redress from the Commission or
     FCC to resolve such matters, as provided by state or federal law.

14.2 NEGOTIATIONS.  At the written request of a Party, each Party will appoint
     a knowledgeable, responsible representative to meet and negotiate in good
     faith to resolve any dispute arising out of or relating to this
     Agreement.  The Parties intend that these negotiations be conducted by
     non-lawyer, business representatives.  The location, format, frequency,
     duration, and conclusion of these discussions shall be left to the
     discretion of the representatives.  Upon agreement, the representatives
     may utilize other alternative dispute resolution procedures such as
     mediation to assist in the negotiations.  Discussions and correspondence
     among the representatives for purposes of these negotiations shall be
     treated as confidential information developed for purposes of settlement,
     exempt from discovery, and shall not be admissible in the arbitration
     described below or in any lawsuit without the concurrence of all Parties. 
     Documents identified in or provided with such communications, which are
     not prepared for purposes of the negotiations, are not so exempted and
     may, if otherwise discoverable, be discovered or otherwise admissible, be
     admitted in evidence, in the arbitration or lawsuit.


                                       III-6

<PAGE>

14.3 ARBITRATION.  If the negotiations do not resolve the dispute within sixty
     (60) Business Days of the initial written request, the dispute shall be
     submitted to binding arbitration by a single arbitrator pursuant to the
     Commercial Arbitration Rules of the American Arbitration Association
     except that the Parties may select an arbitrator outside American
     Arbitration Association rules upon mutual agreement.  A Party may demand
     such arbitration in accordance with the procedures set out in those
     rules.  Discovery shall be controlled by the arbitrator and shall be
     permitted to the extent set out in this section.  Each Party may submit
     in writing to a Party, and that Party shall so respond to, a maximum of
     any combination of thirty-five (35) (none of which may have subparts) of
     the following: interrogatories, demands to produce documents, or requests
     for admission.  Each Party is also entitled to take the oral deposition
     of one individual of another Party.  Additional discovery may be
     permitted upon mutual agreement of the Parties.  The arbitration hearing
     shall be commenced within sixty (60) Business Days of the demand for
     arbitration.  The arbitration shall be held in a mutually agreeable city. 
     The arbitrator shall control the scheduling so as to process the matter
     expeditiously.  The Parties may submit written briefs.  The arbitrator
     shall rule on the dispute by issuing a written opinion within thirty (30)
     Business Days after the close of hearings.  The times specified in this
     section may be extended upon mutual agreement of the Parties or by the
     arbitrator upon a showing of good cause.  Judgment upon the award
     rendered by the arbitrator may be entered in any court having
     jurisdiction.

14.4 EXPEDITED ARBITRATION PROCEDURES.  If the issue to be resolved through
     the negotiations referenced in Section 14.2 directly and materially
     affects service to either Party's end user customers, then the period of
     resolution of the dispute through negotiations before the dispute is to
     be submitted to binding arbitration shall be five (5) Business Days. 
     Once such a service affecting dispute is submitted to arbitration, the
     arbitration shall be conducted pursuant to the expedited procedures rules
     of the Commercial Arbitration Rules of the American Arbitration
     Association (i.e., rules 53 through 57).

14.5 COSTS.  Each Party shall bear its own costs of these procedures.  A Party
     seeking discovery shall reimburse the responding Party the costs of
     production of documents (including search time and reproduction costs). 
     The Parties shall equally split the fees of the arbitration and the
     arbitrator.

14.6 CONTINUOUS SERVICE.  The Parties shall continue providing services to
     each other during the pendency of any dispute resolution procedure, and
     the Parties shall continue to perform their obligations (including making
     payments in accordance with Article IV, Section 4) in accordance with
     this Agreement.

15.  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of the
     Parties pertaining to the subject matter of this Agreement and supersedes
     all 


                                       III-7

<PAGE>

     prior agreements, negotiations, proposals, and representations, whether
     written or oral, and all contemporaneous oral agreements, negotiations,
     proposals, and representations concerning such subject matter.  No
     representations, understandings, agreements, or warranties, expressed or
     implied, have been made or relied upon in the making of this Agreement
     other than those specifically set forth herein.

16.  EXPENSES.  Except as specifically set out in this Agreement, each Party
     shall be solely responsible for its own expenses involved in all
     activities related to the subject of this Agreement.

17.  FORCE MAJEURE.  In the event performance of this Agreement, or any
     obligation hereunder, is either directly or indirectly prevented,
     restricted, or interfered with by reason of fire, flood, earthquake or
     likes acts of God, wars, revolution, civil commotion, explosion, acts of
     public enemy, embargo, acts of the government in its sovereign capacity,
     labor difficulties, including without limitation, strikes, slowdowns,
     picketing, or boycotts, unavailability of equipment from vendor, changes
     requested by Customer, or any other circumstances beyond the reasonable
     control and without the fault or negligence of the Party affected, the
     Party affected, upon giving prompt notice to the other party, shall be
     excused from such performance on a day-to-day basis to the extent of such
     prevention, restriction, or interference (and the other Party shall
     likewise be excused from performance of its obligations on a day-to-day
     basis until the delay, restriction or interference has ceased); PROVIDED
     HOWEVER, that the Party so affected shall use diligent efforts to avoid
     or remove such causes of nonperformance and both Parties shall proceed
     whenever such causes are removed or cease.

18.  GOOD FAITH PERFORMANCE.  In the performance of their obligations under
     this Agreement, the Parties shall act in good faith.  In situations in
     which notice, consent, approval or similar action by a Party is permitted
     or required by any provision of this Agreement, such action shall not be
     unreasonably delayed, withheld or conditioned.

19.  GOVERNING LAW.  This Agreement shall be governed by and construed in
     accordance with the domestic laws of the state where the Services are
     provided or the facilities reside and shall be subject to the exclusive
     jurisdiction of the courts therein.

20.  STANDARD PRACTICES. The Parties acknowledge that GTE shall be adopting
     some industry standard approaches and/or establishing its own standard
     approaches to various requirements, such as preordering, ordering,
     provisioning, and billing procedures, hereunder applicable to CLEC
     industry which may be added in the Guide. ACI agrees that GTE may
     implement such approaches under this Agreement.  A copy has been provided
     to ACI and is incorporated by reference into this Agreement. GTE will
     provide at least 30 days advanced notification of 


                                       III-8

<PAGE>

     any material changes in procedures contained in the Guide. Notification
     may be accomplished via industry standard notification processes, GTE's
     Internet site, or other means.

21.  HEADINGS.  The headings in this Agreement are inserted for convenience
     and identification only and shall not be considered in the interpretation
     of this Agreement.

22.  INDEPENDENT CONTRACTOR RELATIONSHIP.  The persons provided by each Party
     shall be solely that Party's employees and shall be under the sole and
     exclusive direction and control of that Party.  They shall not be
     considered employees of the other Party for any purpose.  Each Party
     shall remain an independent contractor with respect to the other and
     shall be responsible for compliance with all laws, rules and regulations
     involving, but not limited to, employment of labor, hours of labor,
     health and safety, working conditions and payment of wages.  Each Party
     shall also be responsible for payment of taxes, including federal, state
     and municipal taxes, chargeable or assessed with respect to its employees,
     such as Social Security, unemployment, workers' compensation, disability
     insurance, and federal and state withholding.  Each Party shall indemnify
     the other for any loss, damage, liability, claim, demand, or penalty that
     may be sustained by reason of its failure to comply with this provision.

23.  LAW ENFORCEMENT INTERFACE.

23.1 Except to the extent not available in connection with GTE's operation of
     its own business, GTE shall provide seven day a week/twenty-four hour a
     day assistance to law enforcement persons for emergency traps, assistance
     involving emergency traces and emergency information retrieval on customer
     invoked CLASS services, including, without limitation, call traces
     requested by ACI.

23.2 GTE agrees to work jointly with ACI in security matters to support law
     enforcement agency requirements for taps, traces, court orders, etc. 
     Charges for providing such services for ACI Customers will be billed to
     ACI.

23.3 GTE will, in non emergency situations, inform the requesting law
     enforcement agencies that the end-user to be wire tapped, traced, etc. is
     a ACI Customer and shall refer them to ACI.

24.  LIABILITY AND INDEMNITY.

24.1 INDEMNIFICATION.  Subject to the limitations set forth in Section 24.4 of
     this Article III, each Party agrees to release, indemnify, defend, and
     hold harmless the other Party from all losses, claims, demands, damages,
     expenses, suits, or 


                                       III-9

<PAGE>

     other actions, or any liability whatsoever, including, but not limited 
     to, costs and attorney's fees, whether suffered, made, instituted, or 
     asserted by any other party or person, for invasion of privacy, personal 
     injury to or death of any person or persons, or for losses, damages, or 
     destruction of property, whether or not owned by others, proximately 
     caused by the indemnifying Party's negligence or willful misconduct, 
     regardless of form of action.  The indemnified Party agrees to notify 
     the other Party promptly, in writing, of any written claims, lawsuits, 
     or demands for which it is claimed that the indemnifying Party is 
     responsible under this Section and to cooperate in every reasonable way 
     to facilitate defense or settlement of claims. The indemnifying Party 
     shall have complete control over defense of the case and over the terms 
     of any proposed settlement or compromise thereof. The indemnifying Party 
     shall not be liable under this Section for settlement by the indemnified 
     Party or any claim, lawsuit, or demand, if the indemnifying Party has 
     not approved the settlement in advance, unless the indemnifying Party 
     has had the defense of the claim, lawsuit, or demand tendered to it in 
     writing and has failed to assume such defense. In the event of such 
     failure to assume defense, the indemnifying Party shall be liable for 
     any reasonable settlement made by the indemnified Party without approval 
     of the indemnifying Party.

24.2 END USER AND CONTENT-RELATED CLAIMS.  Each Party agrees to release,
     indemnify, defend, and hold harmless the other Party, its affiliates, and
     any third-party provider or operator of facilities involved in the
     provision of Services, Unbundled Network Elements or Facilities under
     this Agreement (collectively, the "Indemnified Party") from all losses,
     claims, demands, damages, expenses, suits, or other actions, or any
     liability whatsoever, including, but not limited to, costs and attorney's
     fees, suffered, made, instituted, or asserted by either Party's end users
     against an Indemnified Party arising from Services, Unbundled Network
     Elements or Facilities.  Each Party further agrees to release, indemnify,
     defend, and hold harmless the Indemnified Party from all losses, claims,
     demands, damages, expenses, suits, or other actions, or any liability
     whatsoever, including, but not limited to, costs and attorney's fees,
     suffered, made, instituted, or asserted by any Third Party against an
     Indemnified Party arising from or in any way related to actual or alleged
     defamation, libel, slander, interference with or misappropriation of
     proprietary or creative right, or any other injury to any person or
     property arising out of content transmitted by the Indemnified Party or
     such Party's end users, or any other act or omission of the Indemnified
     Party or such Party's end users.

24.3 DISCLAIMER.  EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS
     AGREEMENT, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES TO CUSTOMER
     CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, UNBUNDLED NETWORK
     ELEMENTS OR FACILITIES PROVIDED UNDER THIS AGREEMENT.  PROVIDER
     DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY OR 


                                       III-10

<PAGE>

     GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
     FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.

24.4 LIMITATION OF LIABILITY.  Each Party's liability, whether in contract,
     tort or otherwise, shall be limited to direct damages, which shall not
     exceed the amount of $1.5 million dollars per calendar year, for each
     year this Agreement is in effect, for any and all claims arising during
     such calendar year. Under no circumstance shall either Party be
     responsible or liable for indirect, incidental, or consequential damages,
     including, but not limited to, economic loss or lost business or profits,
     damages arising from the use or performance of equipment or software, or
     the loss of use of software or equipment, or any accessories attached
     thereto, delay, error, or loss of data.  Should either Party provide
     advice, make recommendations, or supply other analysis related to the
     Services, unbundled network elements or facilities described in this
     Agreement, this limitation of liability shall apply to provision of such
     advice, recommendations, and analysis.

24.5 INTELLECTUAL PROPERTY.  Neither Party shall have any obligation to
     defend, indemnify or hold harmless, or acquire any license or right for
     the benefit of, or owe any other obligation or have any liability to, the
     other based on or arising from any claim, demand, or proceeding by any
     Third Party alleging or asserting that the use of any circuit, apparatus,
     or system, or the use of any software, or the performance of any service
     or method, or the provision or use of any facilities by either Party
     under this Agreement constitutes direct or contributory infringement, or
     misuse or misappropriation of any patent, copyright, trademark, trade
     secret, or any other proprietary or intellectual property right of any
     Third Party.

25.  MULTIPLE COUNTERPARTS.  This Agreement may be executed in multiple
     counterparts, each of which shall be deemed an original, but all of which
     shall together constitute but one and the same document.

26.  NO OFFER.  This Agreement will be effective only upon execution and
     delivery by both Parties and approval by the Commission in accordance
     with Section 252 of the Act.

27.  NO THIRD PARTY BENEFICIARIES.  Except as may be specifically set forth in
     this Agreement, this Agreement does not provide and shall not be
     construed to provide third parties with any remedy, claim, liability,
     reimbursement, cause of action, or other right or privilege.

28.  NOTICES.  Any notice to a Party required or permitted under this
     Agreement shall be in writing and shall be deemed to have been received
     on the date of service if served personally, on the date receipt is
     acknowledged in writing by 


                                       III-11

<PAGE>

     the recipient if delivered by regular U.S. mail, or on the date stated 
     on the receipt if delivered by certified or registered mail or by a 
     courier service that obtains a written receipt. Upon prior immediate 
     oral agreement of the parties' designated recipients identified below, 
     notice may also be provided by facsimile, internet or electronic 
     messaging system, which shall be effective if sent before 5:00 p.m. on 
     that day, or if sent after 5:00 p.m. it will be effective on the next 
     Business Day following the date sent.  Any notice shall be delivered 
     using one of the alternatives mentioned in this section and shall be 
     directed to the applicable address indicated below or such address as 
     the Party to be notified has designated by giving notice in compliance 
     with this section:

     If to GTE:     GTE California Incorporated
                    Attention: Director-Contract Compliance
                    600 Hidden Ridge, HQE03D52
                    Irving, Texas 75038
                    Telephone number: 972-718-5988
                    Facsimile number: 972-719-1519

                                        and

                    GTE California Incorporated
                    Attention: Assistant Vice President/Associate General
                        Counsel
                    600 Hidden Ridge, HQE03J43
                    Irving, TX 75038
                    Telephone number: 972-718-6361
                    Facsimile number: 972-718-3403


     If to ACI:     ACI Corp.
                    Attention: Eric Geis, Vice President
                    8787 Complex Drive, Suite 200
                    San Diego, California 92123
                    Telephone number: 619-879-6900

29.  PROTECTION.

29.1 IMPAIRMENT OF SERVICE.  The characteristics and methods of operation of
     any circuits, facilities or equipment of either Party connected with the
     services, facilities or equipment of the other Party pursuant to this
     Agreement shall not interfere with or impair service over any facilities
     of the other Party, its affiliated companies, or its connecting and
     concurring carriers involved in its services, cause damage to their
     plant, violate any applicable law or regulation regarding the invasion of
     privacy of any communications carried over the Party's facilities 


                                       III-12

<PAGE>

     or create hazards to the employees of either Party or to the public (each
     hereinafter referred to as an "Impairment of Service").

29.2 RESOLUTION.  If either Party causes an Impairment in Service, the Party
     whose network or service is being impaired (the "Impaired Party") shall
     promptly notify the Party causing the Impairment of Service (the
     "Impairing Party") of the nature and location of the problem and that,
     unless promptly rectified, a temporary discontinuance of the use of any
     circuit, facility or equipment may be required.  The Impairing Party and
     the Impaired Party agree to work together to attempt to promptly resolve
     the Impairment of Service.  If the Impairing Party is unable to promptly
     remedy the Impairment of Service, then the Impaired Party may at its
     option temporarily discontinue the use of the affected circuit, facility
     or equipment.

29.3 Sections 29.1 and 29.2 above do not address spectrum compatibility issues
     associated with service enhancing technologies deployed over unbundled
     loops. Spectrum compatibility is separately addressed in Article VII,
     section 4 of this Agreement.

30.  PUBLICITY.  Any news release, public announcement, advertising, or any
     form of publicity pertaining to this Agreement, provision of Services,
     Unbundled Network Elements or Facilities pursuant to it, or association
     of the Parties with respect to provision of the services described in
     this Agreement shall be subject to prior written approval of both GTE and
     ACI.

31.  REGULATORY AGENCY CONTROL.  This Agreement shall at all times be subject
     to changes, modifications, orders, and rulings by the Federal
     Communications Commission and/or the applicable state utility regulatory
     commission to the extent the substance of this Agreement is or becomes
     subject to the jurisdiction of such agency.

32.  (INTENTIONALLY LEFT BLANK).

33.  EFFECTIVE DATE.  If this Agreement or changes or modifications thereto
     are subject to approval of a regulatory agency, the "effective date" of
     this Agreement for such purposes will be ten (10) Business Days after
     such approval or in the event this Agreement is developed in whole or in
     part through arbitration, sixty (60) Business Days after such approval. 
     Such date (i.e., ten (10) or, if arbitrated, sixty (60) Business Days
     after the approval) shall become the "effective date" of this Agreement
     for all purposes.

34.  REGULATORY MATTERS.  Each Party shall be responsible for obtaining and
     keeping in effect all their own FCC, state regulatory commission,
     franchise authority and 


                                       III-13

<PAGE>

     other regulatory approvals that may be required in connection with the
     performance of its obligations under this Agreement.

35.  RULE OF CONSTRUCTION.  No rule of construction requiring interpretation
     against the drafting party hereof shall apply in the interpretation of
     this Agreement.

36.  SECTION REFERENCES.  Except as otherwise specified, references within an
     Article of this Agreement to a Section refer to Sections within that same
     Article.

37.  SERVICE STANDARDS.

37.1 The Parties shall meet applicable quality of local service standards
     imposed by the Commission and will provide a level of services to each
     other under this Agreement in compliance with the nondiscrimination
     requirements of the Act.

37.2 The Parties will alert each other to any network events that can result
     or have resulted in service interruption, blocked calls, and/or changes
     in network performance.

38.  SEVERABILITY.  If any provision of this Agreement is held by a court or
     regulatory agency of competent jurisdiction to be unenforceable, the rest
     of the Agreement shall remain in full force and effect and shall not be
     affected unless removal of that provision results, in the opinion of
     either Party, in a material change to this Agreement.  If a material
     change as described in this paragraph occurs as a result of action by a
     court or regulatory agency, the Parties shall negotiate in good faith for
     replacement language.  If replacement language cannot be agreed upon
     within a reasonable period, either Party may terminate this Agreement
     without penalty or liability for such termination upon written notice to
     the other Party.

39.  SUBCONTRACTORS.  Provider may enter into subcontracts with third parties
     or affiliates for the performance of any of Provider's duties or
     obligations under this Agreement.

40.  SUBSEQUENT LAW.  The terms and conditions of this Agreement shall be
     subject to any and all applicable laws, rules, or regulations that
     subsequently may be prescribed or modified by any federal, state or local
     governmental authority.  To the extent required by any such subsequently
     prescribed or modified law, rule, or regulation, the Parties agree to
     modify, in writing, the affected term(s) and condition(s) of this
     Agreement to bring them into compliance with such law, rule, or regulation.

41.  TAXES.  Any state or local excise, sales, or use taxes (excluding any
     taxes levied on income) resulting from the performance of this Agreement
     shall be borne by the Party upon which the obligation for payment is
     imposed under 


                                       III-14

<PAGE>

     applicable law, even if the obligation to collect and remit such taxes 
     is placed upon the other Party. The collecting Party shall charge and 
     collect from the obligated Party, and the obligated Party agrees to pay 
     to the collecting Party, all applicable taxes, except to the extent that 
     the obligated Party notifies the collecting Party and provides to the 
     collecting Party appropriate documentation as GTE requires that 
     qualifies the obligated Party for a full or partial exemption.  Any such 
     taxes shall be shown as separate items on applicable billing documents 
     between the Parties.  The obligated Party may contest the same in good 
     faith, at its own expense, and shall be entitled to the benefit of any 
     refund or recovery, provided that such Party shall not permit any lien 
     to exist on any asset of the other Party by reason of the contest.  The 
     collecting Party shall cooperate in any such contest by the other Party. 
     The other Party will indemnify the collecting Party from any sales or 
     use taxes that may be subsequently levied on payments by the other Party 
     by the collecting Party.

41.1 Tax - A charge which is statutorily imposed by the state or local
     jurisdiction and is either (a) imposed on the seller with the seller
     having the right or responsibility to pass the charge(s) on to the
     purchaser and the seller is responsible for remitting the charge(s) to
     the state or local jurisdiction or (b) imposed on the purchaser with the
     seller having an obligation to collect the charge(s) from the purchaser
     and remit the charge(s) to the state or local jurisdiction.

     Taxes shall include but not be limited to:  federal excise tax,
     state/local sales and use tax, state/local utility user tax, state/local
     telecommunication excise tax, state/local gross receipts tax, and local
     school taxes.  Taxes shall not include income, income-like, gross
     receipts on the revenue of a provider, or property taxes.  Taxes shall
     not include payroll withholding taxes unless specifically required by
     statute or ordinance.

41.2 Fees/Regulatory Surcharges - A charge imposed by a regulatory authority,
     other agency, or resulting from a contractual obligation, in which the
     seller is responsible or required to collect the fee/surcharge from the
     purchaser and the seller is responsible for remitting the charge to the
     regulatory authority, other agency, or contracting party.

     Fees/Regulatory Surcharges shall include but not be limited to E911/911,
     E311/311, franchise fees, Lifeline, hearing impaired, and Commission
     surcharges.

42.  TRADEMARKS AND TRADE NAMES.  Except as specifically set out in this
     Agreement, nothing in this Agreement shall grant, suggest, or imply any
     authority for one Party to use the name, trademarks, service marks, or
     trade names of the other for any purpose whatsoever.


                                       III-15

<PAGE>

43.    WAIVER.  The failure of either Party to insist upon the performance of
       any provision of this Agreement, or to exercise any right or privilege
       granted to it under this Agreement, shall not be construed as a waiver of
       such provision or any provisions of this Agreement, and the same shall
       continue in full force and effect.

44.    ENVIRONMENTAL RESPONSIBILITY.

44.1   GTE and ACI agree to comply with applicable federal, state and local
       environmental and safety laws and regulations including U.S.
       Environmental Protection Agency (EPA) regulations issued under the Clean
       Air Act, Clean Water Act, Resource Conservation and Recovery Act,
       Comprehensive Environmental Response, Compensation and Liability Act,
       Superfund Amendments and Reauthorization Act and the Toxic Substances
       Control Act and OSHA regulations issued under the Occupational Safety and
       Health Act of 1970.  Each Party has the responsibility to notify the
       other if Compliance inspections occur and/or citations are issued that
       impact any aspect of this Agreement such as occurring on a LEC Facility
       or involving ACI potential employee exposure.

44.2   GTE and ACI shall provide notice of known and recognized physical hazards
       or hazardous chemicals that must include providing Material Safety Data
       Sheets (MSDSs) for materials existing on site or brought on site to the
       Facility.  Each Party is required to provide specific notice for
       potential imminent danger conditions which could include, but is not
       limited to, a defective utility pole or significant petroleum
       contamination in a manhole.

44.3   GTE will make available additional environmental control or safety
       procedures for ACI to review and follow when working at a GTE Facility. 
       Providing these procedures, beyond government regulatory Compliance
       requirements, is the decision of GTE.  These practices/procedures will
       represent the regular work practices required to be followed by the
       employees and contractors of GTE for safety and environmental protection.

44.4   Any materials brought, used or remaining at the Facility by ACI are owned
       by ACI.  ACI will indemnify GTE for these materials.  No substantial new
       safety or environmental hazards can be created or new hazardous materials
       can be used at a GTE Facility.  ACI must demonstrate adequate emergency
       response capabilities for its materials used or remaining at the GTE
       Facility.

44.5   When Third Party contamination is discovered at a GTE Facility, the Party
       uncovering the condition must notify the proper safety or environmental
       authority, if required under applicable laws or regulations.  ACI must
       also notify GTE of Third Party contamination it discovers at GTE
       facilities.  The cost causer (requiring access) will become the
       generator, as owner or operator, of


                                      III-16
<PAGE>

       any waste materials such as petroleum contaminated water, sewage or
       manhole sediment.  Notwithstanding Sections 24 and 44.9 hereunder, the
       cost causer (requiring access) shall indemnify the other Party hereunder.

44.6   ACI should obtain and use its own environmental permits, if necessary. 
       If GTE's permit or EPA identification number must be used, ACI must
       comply with all of GTE's environmental processes including environmental
       "best management practices (BMP)" and/or selection of disposition vendors
       and disposal sites.

44.7   ACI visitors must comply with GTE security, fire safety, safety,
       environmental and building practices/codes including equivalent employee
       training when working in GTE facilities.

44.8   GTE and ACI shall coordinate plans or information required to be
       submitted to government agencies, such as emergency response plans and
       community reporting.  If fees are associated with filing, GTE and ACI
       must develop a cost sharing procedure.

44.9   Notwithstanding Section 23, with respect to environmental responsibility
       under this Section 44, GTE and ACI shall indemnify, defend and hold
       harmless the other party from and against any claims (including, without
       limitation, Third Party claims for personal injury or real or personal
       property damage), judgments, damages (including direct and indirect
       damage, and punitive damages), penalties, fines, forfeitures, cost,
       liabilities, interest and losses proximately caused by the indemnifying
       Party's negligent or willful misconduct regardless of form, or in
       connection with the violation or alleged violation of any applicable
       requirement with respect to the presence or alleged presence of
       contamination arising out of the indemnifying party's acts or omissions
       concerning its operations at the Facility.

44.10  Activities impacting safety or the environment of a Right of Way must be
       harmonized with the specific agreement and the relationship between GTE
       and the private land owner.  This could include limitations on equipment
       access due to environmental conditions (e.g., wetland area with equipment
       restrictions).

45.    TBD PRICES.  Numerous provisions in this Agreement and its Attachments
       refer to pricing principles.  If a provision references prices in an
       Attachment and there are no corresponding prices in such Attachment, such
       price shall be considered "To Be Determined" (TBD).  With respect to all
       TBD prices, prior to ACI ordering any such TBD item, the Parties shall
       meet and confer to establish a price.  If the Parties are unable to reach
       agreement on a price for such item, the requesting Party may elect to
       enter into Dispute Resolution pursuant to Article III, Section 14 or the
       Parties may agree on an interim price shall be set for such item that is
       equal to the price for the nearest analogous item for which


                                      III-17
<PAGE>

       a price has been established (for example, if there is not an established
       price for a non recurring charge (NRC) for a specific network element, 
       the Parties would use the NRC for the most analogous retail service for
       which there is an established price).  Any interim prices so set shall be
       subject to modification by any subsequent decision of the Commission.  If
       an interim price is different from the rate subsequently established by
       the Commission, any underpayment shall be paid by ACI to GTE, and any
       overpayment shall be refunded by GTE to ACI, within 45 Business Days
       after the establishment of the price by the Commission.

46.    AMENDMENT OF CERTAIN RATES,TERMS AND CONDITIONS.  The rates, terms and
       conditions in this Agreement that are specified in Attachment 46A (the
       "MCI Terms") were taken from the GTE/MCI Interconnection, Resale and
       Unbundling Agreement (the MCI Agreement) approved by the Commission in
       Application No. 96-09-012.  The rates, terms and conditions not included
       in this Agreement but referenced in Attachment 46B (the "GTE Terms") were
       excluded from the MCI Agreement by the Commission in Application No.
       96-09-012. GTE and ACI agree that if the "MCI Terms" are deemed to be
       unlawful, or are stayed, enjoined or otherwise modified, in whole or in
       part, by a court or commission of competent jurisdiction, then this
       Agreement shall be deemed to have been amended accordingly, by
       modification of the "MCI Terms" or, as appropriate, the substitution of
       "GTE Terms" for all stayed and enjoined "MCI Terms", and such amendments
       shall be effective retroactive to the Effective Date of this Agreement.

       GTE and ACI further agree that the terms and conditions of this Section
       46 reflect certain requirements of the FCC's First Report and Order in CC
       Docket No. 96-98.  The terms and conditions of this Section 46 shall be
       subject to any and all actions by any court or other governmental
       authority that invalidate, stay, vacate or otherwise modify the FCC's
       First Report and Order, in whole or in part ("Action"). To the extent
       warranted by any such Action, the parties agree that this Section 46
       shall be deemed to have been modified accordingly as in the first
       paragraph of this Section 46.  The parties agree to immediately apply any
       affected terms and conditions in this Section 46, including any in other
       sections and articles of this Agreement, consistent with such Action, and
       within a reasonable time incorporate such modified terms and conditions
       in writing into the Agreement. If the "MCI Terms" are affected by such
       Action and they cannot be consistently applied therewith, the "GTE Terms"
       shall apply.  ACI acknowledges that GTE may seek to enforce such Action
       before a commission or court of competent jurisdiction.  GTE does not
       waive any position regarding the illegality or inappropriateness of the
       FCC's First Report and Order. 

       The rates, terms and conditions (including rates which may be applicable
       under true-up) specified in both the "GTE Terms" and the "MCI Terms" are
       further subject to amendment, retroactive to the Effective Date of the
       Agreement, to


                                      III-18
<PAGE>

       provide for charges or rate adjustments resulting from future Commission
       or other proceedings, including but not limited to any generic proceeding
       to determine GTE's unrecovered costs (e.g., historic costs, contribution,
       undepreciated reserve deficiency, or similar unrecovered GTE costs
       (including GTE's end user surcharge)), the establishment of a
       competitively neutral universal service system, or any appeal or other
       litigation.
     
       If the Commission (or any other commission or federal or state court) in
       reviewing this Agreement pursuant to applicable state and federal laws,
       including Section 252(e) of the Telecommunications Act of 1996, deletes
       or modifies in any way this Section 46, then the Parties agree that they
       will reopen negotiations within ten (10) days after receipt of the final
       decision making such deletion or modification in order to negotiate
       replacement provisions which comply with such Commission or court
       requirements and which provide substantially the same protections to the
       Parties as this Section 46. If the Parties cannot reach agreement as to
       replacement provisions for this Section 46 within twenty (20) calendar  
       days of the initiation of negotiations, the Parties agree that this
       entire Section 46 is void. In such event, within twenty five (25) days
       following the close of the 20 day negotiation period, either Party may
       initiate the Dispute Resolution Process provided in Article III, Section
       14.1 herein regarding issues in dispute for such replacement provisions.


                                      III-19
<PAGE>

                                      ARTICLE IV
                       GENERAL RULES GOVERNING RESOLD SERVICES
                                AND UNBUNDLED ELEMENTS


1.     GENERAL.  General regulations, terms and conditions governing rate
       applications, technical parameters, service availability, definitions and
       feature interactions, as described in the appropriate GTE intrastate
       local, toll and access tariffs, apply to retail services made available
       by GTE to ACI for resale and unbundled network elements provided by GTE
       to ACI, when appropriate, unless otherwise specified in this Agreement. 
       As applied to services or network elements offered under this Agreement,
       the term "Customer" contained in the GTE Retail Tariff shall be deemed to
       mean "ACI" as defined in this Agreement.

2.     LIABILITY OF GTE.

2.1    INAPPLICABILITY OF TARIFF LIABILITY.  GTE's general liability, as
       described in the GTE Retail Tariff, does not extend to ACI's customers or
       any other Third Party.  Liability of GTE to ACI resulting from any and
       all causes arising out of services, facilities, network elements or any
       other items relating to this Agreement shall be governed by the liability
       provisions contained in this Agreement and no other liability whatsoever
       shall attach to GTE.  GTE shall be liable for the individual services,
       facilities or elements that it separately provides to ACI and shall not
       be liable for the integration of components combined by ACI.

2.2    ACI TARIFFS OR CONTRACTS. GTE shall not be liable to ACI's end users or
       any third parties for any indirect, special or consequential damages,
       including, but not limited to, economic loss or lost business or profits,
       whether foreseeable or not, and regardless of notification by ACI of the
       possibility of such damages.  Nothing in this Agreement shall be deemed
       to create a Third Party beneficiary relationship with ACI's end users. To
       the extent practicable, ACI will include a provision in its tariffs,
       price lists, or contracts for services provided to its end users so
       limiting the liability of LECs, such as GTE, that provide underlying
       services, facilities, or network elements.

2.3    NO LIABILITY FOR ERRORS.  GTE is not liable for mistakes that appear in
       GTE's listings, 911 and other information databases, or for incorrect
       referrals of end users to ACI for any ongoing ACI service, sales or
       repair inquiries, and with respect to such mistakes or incorrect
       referrals, ACI shall indemnify and hold GTE harmless from any and all
       claims, demands, causes of action and liabilities whatsoever, including
       costs, expenses and reasonable attorney's fees incurred on account
       thereof, by third parties, including ACI's end users or employees.  For
       purposes of this Section 2.3, mistakes and incorrect referrals shall not
       include matters arising out of the gross negligence, as evidenced by a


                                       IV-1
<PAGE>

       pattern of excessive mistakes or errors, or  willful misconduct of GTE or
       its employees or agents.

3.     UNAUTHORIZED CHANGES.

3.1    PROCEDURES.  If ACI submits an order for resold services or unbundled
       elements under this Agreement in order to provide service to an end user
       that at the time the order is submitted is obtaining its local services
       from GTE or another LEC using GTE resold services or unbundled elements,
       and the end user notifies GTE that the end user did not authorize ACI to
       provide local exchange services to the end user, ACI must provide GTE
       with written documentation of authorization from that end user within
       thirty (30) Business Days of notification  by GTE.  If ACI cannot provide
       written documentation of authorization within such time frame, ACI must
       within three (3) Business Days thereafter:

       (a)  notify GTE to change the end user back to the LEC providing
            service to the end user before the change to ACI was made; and

       (b)  provide any end user information and billing records ACI has
            obtained relating to the end user to the LEC previously serving the
            end user; and

       (c)  notify the end user and GTE that the change back to the previous
            LEC has been made.

       Furthermore, GTE will bill the ACI fifty dollars ($50.00) per affected
       line to compensate GTE for switching the end user back to the original
       LEC.

4.     IMPACT OF PAYMENT OF CHARGES ON SERVICE.  ACI is solely responsible for
       the payment of all charges for all services, facilities and elements
       furnished under this Agreement, including, but not limited to, calls
       originated or accepted at its or its end users' service locations.  If
       ACI fails to pay when due any and all charges billed to ACI under this
       Agreement, including any late payment charges (collectively, "Unpaid
       Charges"), and any or all such charges remain unpaid more than forty-five
       (45) Business Days after the due date of such Unpaid Charges excepting
       previously disputed charges for which ACI may withhold payment, GTE shall
       notify ACI in writing that it must pay all Unpaid Charges to GTE within
       seven (7) Business Days.  If ACI disputes the billed charges, it shall,
       within said seven (7) day period, inform GTE in writing of which portion
       of the Unpaid Charges it disputes, including the specific details and
       reasons for the dispute, unless such reasons have been previously
       provided, and shall immediately pay to GTE all undisputed charges.  If
       ACI and GTE are unable, within thirty (30) Business Days thereafter, to
       resolve issues related to the disputed charges, then either ACI or GTE
       may file a request for arbitration under Article III of this Agreement to
       resolve those issues.  Upon


                                       IV-2
<PAGE>

       resolution of any dispute hereunder, if ACI owes payment it shall make
       such payment to GTE with any late payment charge under Article III,
       Section 7.2, from the original payment due date.  If ACI owes no payment,
       but has previously paid GTE such disputed payment, then GTE shall credit
       such payment including any late payment charges. GTE may discontinue
       service to ACI upon failure to pay undisputed charges as provided in this
       Section 4, and shall have no liability to ACI or ACI's end users in the
       event of such disconnection.

5.     UNLAWFUL USE OF SERVICE.  Services, facilities or unbundled elements
       provided by GTE pursuant to this Agreement shall not be used by ACI or
       its end users for any purpose in violation of law. GTE, shall not be
       responsible to ensure that ACI and its end users use of services,
       facilities or unbundled elements provided hereunder comply at all times
       with all applicable laws.  GTE may refuse to furnish service to ACI or
       disconnect particular services, facilities or unbundled elements provided
       under this Agreement to ACI or, as appropriate, ACI's end user when (i)
       an order is issued by a court of competent jurisdiction finding that 
       probable cause exists to believe that the use made or to be made of the
       service, facilities or unbundled elements is prohibited by law or (ii)
       GTE is notified in writing by a law enforcement agency acting within its
       jurisdiction that any facility furnished by GTE is being used or will be
       used for the purpose of transmitting or receiving gambling information in
       interstate or foreign commerce in violation of law.  Termination of
       service shall take place after reasonable notice is provided to ACI, or
       as ordered by the court.  If facilities have been physically disconnected
       by law enforcement officials at the premises where located, and if there
       is not presented to GTE the written finding of a court, then upon request
       of ACI and agreement to pay restoral of service charges and other
       applicable service charges, GTE shall promptly restore such service.

6.     TIMING OF MESSAGES.  With respect to GTE resold measured rate local 
       service(s), chargeable time begins when a connection is established 
       between the calling station and the called station.  Chargeable time 
       ends when the calling station "hangs up," thereby releasing the 
       network connection.  If the called station "hangs up" but the calling 
       station does not, chargeable time ends when the network connection is 
       released by automatic timing equipment in the network Timing of 
       messages applicable to GTE's Port and Local Switching element (usage 
       sensitive services) will be recorded based on originating and 
       terminating access.

7.     PROCEDURES FOR PREORDERING, ORDERING, PROVISIONING, ETC.  Certain 
       procedures for preordering, ordering, provisioning, maintenance and 
       billing and electronic interfaces for many of these functions are 
       described in APPENDIX H.  All costs and expenses for any new or 
       modified electronic interfaces ACI requires that


                                       IV-3
<PAGE>

       GTE determines are technically feasible and GTE agrees to develop will 
       be paid by ACI pursuant to APPENDIX H.  The schedule for 
       implementation of any new or modified electronic interfaces will be 
       developed by GTE according to industry standards and will be based 
       upon the amount of work needed to design, test and implement the new 
       or modified interface.

8.     CUSTOMER CONTACTS.  Except as otherwise provided in this Agreement or 
       as agreed to in a separate writing by ACI, ACI shall provide the 
       exclusive interface with ACI's end user customers in connection with 
       the marketing or offering of ACI services.  Except as otherwise 
       provided in this Agreement, in those instances in which GTE personnel 
       are required pursuant to this Agreement to interface directly with 
       ACI's end users, such personnel shall not identify themselves as 
       representing GTE.  All forms, business cards or other business 
       materials furnished by GTE to ACI end users shall bear no corporate 
       name, logo, trademark or trade name other than ACI's.  In no event 
       shall GTE personnel acting on behalf of ACI pursuant to this Agreement 
       provide information to ACI end users about GTE products or services.

9.     LETTER OF AUTHORIZATION.

       9.1  GTE will not release the Customer Service Record (CSR) containing
            Customer Priority Network Information (CPNI) to ACI on GTE end
            user customer accounts unless ACI first provides to GTE a written
            Letter of Authorization (LOA), signed by the end user customer,
            authorizing the release of such information to ACI or if state or
            federal law provides otherwise, in accordance with such law.
     
       9.2  An (LOA) will be required before GTE will process an order for
            Services provided in cases in which the subscriber currently
            receives Exchange Service from GTE or from a local service
            provider other than ACI.  Such LOA may be a blanket LOA or such
            other form as agreed upon between GTE and ACI.


                                       IV-4

<PAGE>

                                      ARTICLE V
               INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC


1.     SERVICES COVERED BY THIS ARTICLE.

1.1    TYPES OF SERVICES.  This Article governs the provision of internetwork 
       facilities (i.e., physical interconnection services and facilities), 
       meet point billing by GTE to ACI or by ACI to GTE and the transport 
       and termination and billing of Local, IntraLATA Toll, optional EAS 
       traffic and jointly provided Interexchange Carrier Access between GTE 
       and ACI. The services and facilities described in this Article shall 
       be referred to in this Article V as the "Services."

1.2    SERVICE LOCATIONS FOR INTERCONNECTION SERVICES AND FACILITIES.  
       APPENDIX A, Service Matrix, attached to this Agreement and made a part 
       hereof, sets forth the Services and each location in the State where a 
       Service shall be provided (the "Service Locations") and the 
       Interconnection Point ("IP") for such Services.

1.3    ADDITIONAL SERVICES OR SERVICE LOCATIONS.  If, during the term of this 
       Agreement,  the parties determine that additional services are needed 
       in the State, or existing Services will be offered in new locations in 
       the State, the Parties shall execute an amendment to this Agreement 
       substantially in the form of APPENDIX B attached to this Agreement and 
       made a part hereof, incorporating the additional locations and/or any 
       additional terms necessary for the additional services.  Upon the 
       effective date of the amendment, and continuing through the remaining 
       term of this Agreement, the new services shall be deemed part of the 
       Services provided pursuant to this Article and/or the new locations 
       shall be deemed part of the Service Locations.

2.     BILLING AND RATES.

2.1    RATES AND CHARGES.  Customer agrees to pay to Provider the rates and 
       charges for the Services set forth in the applicable appendices to 
       this Agreement.  GTE's rates and charges are set forth in APPENDIX C 
       attached to this Agreement and made a part hereof.  ACI's separate 
       rates and charges are also set forth in APPENDIX C attached hereto and 
       made a part hereof.

2.2    BILLING.  Provider shall render to Customer a bill for interconnection 
       services on a current basis.  Charges for physical facilities and 
       other nonusage sensitive charges shall be billed in advance, except 
       for charges and credits associated with the initial or final bills.  
       Usage sensitive charges, such as charges for termination of Local 
       Traffic, shall be billed in arrears.  ACI is required to order trunks 
       pursuant to Section 4.3.3 of this Article.  Charges for traffic that 
       has been routed over a jurisdictionally inappropriate trunk group 
       (E.G., local traffic carried over trunks used for Switched Access 
       Traffic) may be adjusted to reflect


                                       V-1
<PAGE>

       the appropriate compensation arrangement and may be handled as a 
       post-billing adjustment to bills rendered.  Additional matters 
       relating to billing are included in APPENDIX H attached to this 
       Agreement and made a part hereof.

3.     TRANSPORT AND TERMINATION OF TRAFFIC.

3.1    TRAFFIC TO BE EXCHANGED.  The Parties shall reciprocally terminate 
       Local, IntraLATA Toll, optional EAS and jointly provided Interexchange 
       Carrier Traffic originating on each other's networks utilizing either 
       Direct or Indirect Network Interconnections as provided in Section 4 
       or Section 5 herein.  To this end, the Parties agree that there will 
       be interoperability between their networks.  The Parties agree to 
       exchange traffic asociated with Third-Party LECs, CLECs and Wireless 
       Service Providers pursuant to the compensation arrangement specified 
       in Section 3.3 herein.  Only traffic originated by or terminating to 
       the Parties' end user customers is to be exchanged.  In addition, the 
       Parties will notify each other of any anticipated change in traffic to 
       be exchanged (E.G., traffic type, volume).

3.2    COMPENSATION FOR EXCHANGE OF TRAFFIC.

       3.2.1  MUTUAL COMPENSATION.  The Parties shall compensate each other for
              the exchange of Local Traffic in accordance with Section 3.2.2 of
              this Article. The Parties will develop an initial factor
              representative of the share  of traffic to be exempt from local
              compensation. This factor will be updated quarterly in like manner
              or as the Parties otherwise agree.  Once the traffic that is
              exempt from local compensation can be measured, the actual exempt
              traffic will be used rather than the above factor.  Charges for
              the transport and termination of intraLATA toll and interexchange
              traffic shall be in accordance with the Parties' respective
              intrastate or interstate access tariffs, as appropriate.

       3.2.2  BILL-AND-KEEP.  The Parties shall assume that Local Traffic is
              roughly balanced between the parties unless traffic studies
              indicate otherwise.  Accordingly, the Parties agree to use a Bill-
              and-Keep Arrangement with respect to termination of Local Traffic
              only.  Either Party may request that a traffic study be performed
              no more frequently than once a quarter.  Should such traffic study
              indicate, in the aggregate, that either Party is terminating more
              than 60 percent of the Parties' total terminated minutes for Local
              Traffic, either Party may notify the other that mutual
              compensation will commence pursuant to the rates set forth in
              APPENDIX C of this Agreement and following such notice it shall
              begin and continue for the duration of the Term of this Agreement
              unless otherwise agreed.  Nothing in this Section 3.2.2 shall be
              interpreted to (i) change compensation set forth in this Agreement
              for traffic or services other than Local Traffic,


                                       V-2
<PAGE>

              including but not limited to internetwork facilities,  access 
              traffic or wireless traffic, or (ii) allow either Party to 
              aggregate traffic other than Local Traffic for the purpose of 
              compensation under the Bill-and-Keep Arrangement described in 
              this Section 3.2.2, except as set forth in Section 3.1 above.

       3.2.3  SHARING OF ACCESS CHARGES ON CALLS TO PORTED NUMBERS.  Until
              permanent number portability is implemented, the Parties agree
              that switched access termination to a ported number will be billed
              by the party providing interim number portability and that the
              party billing the switched access will share the switched access
              revenue with the other party.  After permanent number portability
              is implemented, the Parties agree to renegotiate sharing of access
              charges to ported numbers in accordance with permanent number
              portability requirements.  In lieu of actual measurements of
              minutes and/exchange of billing records for this traffic the
              Parties agree that the Party providing the ported number will pay
              the other Party the rate per line/per month as specified in
              APPENDIX D.

              (a)  The number of lines/talk paths per ported number that are
                   subject to compensation will be determined at the time the
                   end user customer's local service is changed from one
                   party to the other.  The number of lines per number
                   eligible for the shared revenue arrangement described in
                   this section will be limited to the number of lines in
                   service on the date of conversion plus a 10% growth
                   margin.  After conversion the number of lines per number
                   available for compensation can only be increased by mutual
                   consent of the parties.

              (b)  The Parties agree that the compensation rate in paragraph
                   3.2.3 may change as a result of changes in access rates,
                   traffic volume or for other reasons and agree to
                   renegotiate the rate if a significant event occurs.  At a
                   minimum, the parties agree to reevaluate the rate on an
                   annual basis.

              (c)  The Parties agree that terminating switched access calls
                   ported via interim number portability may appear to the
                   receiving party to be a local call and that the
                   implementation of reciprocal compensation for terminating
                   local calls may result in overcompensation for ported
                   switched access calls.  Therefore, the Parties agree to
                   renegotiate the terminating shared access compensation
                   rate if reciprocal compensation for local calls is
                   implemented.


                                       V-3
<PAGE>

3.3    TANDEM SWITCHING TRAFFIC.  The Parties will provide tandem switching 
       for traffic between the Parties' end offices subtending each other's 
       access tandem, as well as for traffic between either Party's end users 
       and any Third Party which is interconnected to the other Party's 
       access tandems as follows:

       3.3.1  The originating Party will compensate the tandem Party for each
              minute of originated tandem switched traffic which terminates to
              Third Party (e.g., other CLEC, ILEC, or wireless service
              provider).  The applicable rate for this charge is identified in
              APPENDIX C.

       3.3.2  The originating Party also assumes responsibility for compensation
              to the company which terminates the call.

       3.3.3  The Parties agree to enter into their own agreements with third-
              party providers.  In the event that ACI sends traffic through 
              GTE's network to a third-party provider with whom ACI does not
              have a traffic interexchange agreement, then ACI agrees to
              indemnify GTE for any termination charges rendered by a third-
              party provider for such traffic.

3.4    INTER-TANDEM SWITCHING.  The Parties will only use inter-tandem 
       switching for the transport and termination of intraLATA toll traffic 
       originating on each other's network at and after such time as either 
       (i) ACI has agreed to and fully implemented an existing intraLATA toll 
       compensation mechanism such as IntraLATA Terminating Access 
       Compensation (ITAC) or a functional equivalent thereof. The Parties 
       will only use inter-tandem switching for the transport and termination 
       of Local Traffic originating on each other's network at and after such 
       time as the Parties have agreed to and fully implemented generally 
       accepted industry signaling standards and AMA record standards which 
       support the recognition of multiple tandem switching events.

4.     DIRECT NETWORK INTERCONNECTION.

4.1    NETWORK INTERCONNECTION ARCHITECTURE.  ACI may interconnect with GTE 
       at any of the minimum technically feasible points required by the FCC. 
       Interconnection at additional points will be reviewed on an individual 
       case basis.  Where the Parties mutually agree following a Bona Fide 
       Request to directly interconnect their respective networks, 
       interconnection will be as specified in the following subsections.  
       The "IPs" shall be set forth in APPENDIX A attached to this Agreement 
       and made a part hereof.  Based on the configuration, the installation 
       timeline will vary considerably, however, GTE will work with ACI in 
       all circumstances to install "IPs" within 120 calendar days absent 
       extenuating circumstances.  Internetwork connection and protocol must 
       be based on industry standards developed consistent with Section 256 
       of the Telecommunications Act of 1996.


                                       V-4
<PAGE>

       4.1.1  Subject to mutual agreement, the Parties may use the following
              types of network facility interconnection for the purpose of
              exchanging traffic, using such interface media as are (i)
              appropriate to support the type of interconnection requested and
              (ii) available at the facility at which interconnection is
              requested.  For each "IP" set forth in APPENDIX A, the Parties
              shall specify the type of interconnection used at that "IP."

              (a)  A  Mid-Span Fiber Meet within an existing GTE exchange
                   area whereby the Parties mutually agree to jointly plan
                   and engineer their facility "IP" at a designated manhole
                   or junction location.  The "IP" is the demarcation between
                   ownership of the fiber transmission facility.  Each party
                   is individually responsible for its incurred costs in
                   establishing this arrangement.

              (b)  A Virtual or Physical EIS arrangement at a GTE wire center
                   subject to the rates, terms, and conditions contained in
                   GTE's applicable tariffs.

              (c)  A Special Access arrangement terminating at a GTE wire
                   center subject to the rates, terms, and conditions
                   contained in GTE's applicable tariffs.  These facilities
                   will meet the standards set forth in such tariffs.

       4.1.2  Virtual and Physical EIS arrangements are governed by appropriate
              GTE tariffs, except as provided in Article IX, Section 1.3.

       4.1.3  The Parties will mutually designate at least one POI on GTE's
              network within each GTE local calling area for the routing of
              Local Traffic.  Recording and billing of traffic routed over these
              facilities shall be as provided in Section 3.4 of this Article.

4.2    COMPENSATION.  The Parties agree to the following compensation for 
       internetwork facilities, depending on facility type.

       4.2.1  Mid-Span Fiber Meet:  GTE will charge special access (flat rated)
              transport from the applicable intrastate access tariff and will
              rate charges between the "IP" and GTE's interconnection switch. 
              Charges will be reduced to reflect the proportionate share of the
              facility that is used for transport of traffic originated by GTE. 
              ACI will charge flat rated transport to GTE for ACI facilities
              used by GTE at their tariffed rates or as mutually agreed, not to
              exceed GTE rates.  ACI will apply charges based on the lesser of;
              (i) the airline mileage


                                       V-5
<PAGE>

              from the "IP" to the ACI switch; or (ii) the airline mileage from
              the GTE switch to the serving area boundary.

       4.2.2  Collocation:  GTE will charge Virtual or Physical EIS rates from
              the applicable GTE tariff.  ACI will charge GTE flat rated
              transport at their tariffed rates or as mutually agreed, not to
              exceed GTE rates, to reflect the proportionate share of the
              facility that is used for transport of traffic originated by GTE. 
              ACI will apply charges based on the lesser of; (i) the airline
              mileage from the "IP" to the ACI switch; or (ii) two (2) times the
              airline mileage from the GTE switch to the serving area boundary.

       4.2.3  Special Access:  GTE will charge special access rates from the
              applicable GTE intrastate access tariff.  Charges will be reduced
              to reflect the proportionate share of the facility that is used
              for transport of traffic originated by GTE.  The Parties will
              negotiate an initial factor representative of the proportionate
              share of the facilities.  This factor will be updated quarterly in
              like manner or as the Parties otherwise agree.

4.3    TRUNKING REQUIREMENTS.

       4.3.1  The Parties agree to establish trunk groups of sufficient capacity
              from the interconnecting facilities such that trunking is
              available to any switching center designated by either Party,
              including end offices, tandems, 911 routing switches, and
              directory assistance/operator service switches.  The Parties will
              mutually agree where one-way or two-way trunking will be
              available.  The Parties may use two-way trunks for delivery of
              local traffic or either Party may elect to provision its own one-
              way trunks for delivery of local traffic to the other Party.  If a
              Party elects to provision its own one-way trunks, that Party will
              be responsible for its own expenses associated with the trunks.

       4.3.2  ACI shall make available to GTE trunks over which GTE shall
              terminate to end users of ACI-provided Exchange Services, Local
              Traffic and intraLATA toll or optional EAS traffic originated from
              end users of GTE-provided Exchange Service.

       4.3.3  ACI and GTE shall, where applicable, make reciprocally available,
              by mutual agreement, the required trunk groups to handle different
              traffic types.  ACI and GTE will support the provisioning of trunk
              groups that carry combined or separate Local Traffic and intraLATA
              toll and optional EAS traffic.  GTE requires separate trunk groups
              from ACI to originate and terminate interLATA calls and to provide


                                       V-6
<PAGE>

              Switched Access Service to IXCs.  To the extent ACI desires to
              have any Interexchange Carriers (IC) originate or terminate
              traffic to ACI, ACI will arrange for such IC to issue an ASR to
              GTE instructing GTE to route such traffic over the appropriate IC
              trunk group.  Until GTE receives and processes such ASR, the
              traffic will not be routed.

              4.3.3.1  Each Party agrees to route traffic only over the proper
                       jurisdictional trunk group.

              4.3.3.2  Each Party shall only deliver traffic over the local
                       interconnection trunk groups to the other Party's
                       access tandem for those publicly-dialable NXX Codes
                       served by end offices that directly subtend the access
                       tandem or to those wireless service providers that
                       directly subtend the access tandem.

              4.3.3.3  Neither party shall route Switched Access Service
                       traffic over local interconnection trunks, or local
                       traffic over Switched Access Service trunks.

       4.3.4  ACI and GTE will reciprocally provide Percent Local Usage (PLU)
              factors to each other on a quarterly basis to identify the proper
              jurisdiction of each call type that is carried over the required
              trunks.

       4.3.5  Reciprocal traffic exchange arrangement trunk connections shall be
              made at a DS-1 or multiple DS-1 level, DS-3, (SONET where
              technically available) and shall be jointly-engineered to an
              objective P.01 grade of service.

       4.3.6  ACI and GTE agree to use diligent efforts to develop and agree on
              a Joint Interconnection Grooming Plan prescribing standards to
              ensure that the reciprocal traffic exchange arrangement trunk
              groups are maintained at consistent P.01 or better grades of
              service.  Such plan shall also include mutually-agreed upon
              default standards for the configuration of all segregated trunk
              groups.

       4.3.7  Signaling System 7 (SS7) Common Channel Signaling will be used to
              the extent that such technology is available.

       4.3.8  The Parties agree to offer and provide to each other B8ZS Extended
              Superframe Format ("ESF") facilities, where available, capable of
              voice and data traffic transmission.

       4.3.9  The Parties will support intercompany 64kbps clear channel where
              available.


                                       V-7
<PAGE>

4.4    NETWORK REDESIGNS INITIATED BY GTE.  GTE will not charge ACI when GTE 
       initiates its own network redesigns/reconfigurations.

4.5    INTERCONNECTION CALLING AND CALLED SCOPES FOR THE ACCESS TANDEM 
       INTERCONNECTION AND THE END OFFICE INTERCONNECTION.

       4.5.1  GTE Access Tandem Interconnection calling scope (originating and
              terminating) is to those GTE end offices which subtend the GTE
              access tandem to which the connection is made except as provided
              for in Section 3.3 herein.

       4.5.2  GTE End Office Interconnection calling scope (originating and
              terminating) is only to the end office to which the connection is
              made.

5.     INDIRECT NETWORK INTERCONNECTION.  Neither Party shall deliver traffic 
       destined to terminate at the other Party's end office via another 
       LEC's end office.  In addition, neither Party shall deliver traffic 
       destined to terminate at an end office subtending the other Party's 
       access tandem via another LEC's access tandem until such time as 
       compensation arrangements have been established in accordance with 
       Sections 3.1 and 3.4 herein.

6.     NUMBER RESOURCES.

6.1    NUMBER ASSIGNMENT.  Nothing in this Agreement shall be construed to, 
       in any manner, limit or otherwise adversely impact ACI's right to 
       employ or to request and be assigned any NANP number resources 
       including, but not limited to, Central Office (NXX) Codes pursuant to 
       the Central Office Code Assignment Guidelines.  Any request for 
       numbering resources by ACI shall be made directly to the NANP Number 
       Plan Administrator.  Except with respect to those areas in which GTE 
       is the NANP Number Plan Administrator, GTE shall not be responsible 
       for the requesting or assignment of number resources to ACI.  The 
       Parties agree that disputes arising from numbering assignment shall be 
       arbitrated by the NANP Number Plan Administrator.  ACI shall not 
       request number resources to be assigned to any GTE switching entity.

       6.1.1  Each Party shall be responsible for notifying its customers of any
              changes in numbering or dialing arrangements to include changes
              such as the introduction of new NPAs or new NXX codes.  Each Party
              is responsible for administering NXX codes assigned to it.

6.2    RATE CENTERS.  For purposes of compensation between the Parties and 
       the ability of GTE to appropriately apply its toll tariff to its end 
       user customers, ACI shall adopt the Rate Center areas and Rate Center 
       points that the Commission has approved for the incumbent LEC and 
       shall assign whole NPA-NXX codes to each Rate Center.


                                       V-8
<PAGE>

6.3    ROUTING POINTS.  ACI will also designate a Routing Point for each 
       assigned NXX code.  ACI may designate one location within each Rate 
       Center as a Routing Point for the NPA-NXX associated with that Rate 
       Center; alternatively ACI may designate a single location within one 
       Rate Center to serve as the Routing Point for all the NPA-NXXs 
       associated with that Rate Center and with one or more other Rate 
       Centers served by ACI within an existing GTE exchange area and LATA.

6.4    CODE AND NUMBERS ADMINISTRATION.  The Parties will comply with code 
       administration requirements as prescribed by the FCC, the Commission, 
       and accepted industry guidelines.  Where GTE is the NANP Number Plan 
       Administrator, GTE will administer number resources, and charge for 
       such administration in accord with applicable rules and regulations.  
       GTE will administer numbering resources in a competitively neutral 
       manner, and process requests for NXX codes in a timely manner and in 
       accord with industry standards.  The Parties shall protect ACI 
       proprietary information that may be submitted to GTE in connection 
       with GTE's responsibilities as NANP Number Plan Administrator in 
       accordance with Article III, Section 11 of this Agreement.

6.5    PROGRAMMING SWITCHES.  It shall be the responsibility of each Party to 
       program and update its own switches and network systems pursuant to 
       the Local Exchange Routing Guide ("LERG") guidelines to recognize and 
       route traffic to the other Party's assigned NXX codes at all times.  
       Neither Party shall impose any fees or charges whatsoever on the other 
       Party for such activities.

7.     NUMBER PORTABILITY.

7.1    INTERIM NUMBER PORTABILITY (INP).  Each Party shall provide the other 
       Party with service provider number portability as an INP option for 
       the purpose of allowing end user customers to change service-providing 
       Parties without changing their telephone number.  The Parties shall 
       provide service provider number portability to each other using remote 
       call forwarding ("RCF") and/or direct inward dialing (DID).  The 
       requesting Party will provide "forward to" telephone number that is 
       within the same wire center.  The GTE rates for INP service using RCF 
       are set out in Appendix D attached to this Agreement and made a part 
       hereof. ACI shall provide INP to GTE at the rates specified for ACI in 
       Appendix D.

       If a Party wishes to use Direct Inward Dialing (DID) to provide INP to 
       its end users, dedicated truck group is required between the GTE end 
       office where the DID numbers are served into the CLEC switch.  If 
       there are no existing facilities between GTE and the CLEC, the 
       dedicated facilities and transport trunks will be provisioned as 
       switched access or unbundled service using the Access Service Request 
       (ASR) provisioning process.  The requesting Party will reroute the DID 
       numbers to the pre-positioned trunk group using an LSR.  CLEC may 
       activate purchase DID trunk service from GTE using only the LSR at the


                                       V-9
<PAGE>

       Wholesale rates set out in Appendix E attached to this Agreement and 
       made a part hereof.

7.2    LOCAL NUMBER PORTABILITY (LNP).  The Parties agree that they shall 
       develop and deploy number portability in accordance to with the Act, 
       such binding FCC and state mandates, and industry standards, as may be 
       applicable.  Upon implementation of LNP, the Parties agree to 
       transition all INP customers and their services to LNP methods within 
       a mutually agreed upon time frame and to discontinue further use of 
       interim methods of number portability.

8.     MEET-POINT BILLING.

8.1    MEET-POINT ARRANGEMENTS.

       8.1.1  The Parties may mutually establish Meet-Point Billing ("MPB")
              arrangements in order to provide Switched Access Services to
              Access Service customers via a GTE access tandem in accordance
              with the MPB guidelines adopted by and contained in the Ordering
              and Billing Forum's MECAB and MECOD documents, except as modified
              herein and as described in Section 3.2.3 for Interim Portability.

       8.1.2  Except in instances of capacity limitations, GTE shall permit and
              enable ACI to sub-tend the GTE access tandem(s) nearest to the ACI
              Rating Point(s) associated with the NPA-NXX(s) to/from which the
              Switched Access Services are homed.  In instances of capacity
              limitation at a given access tandem, ACI shall be allowed to
              subtend the next-nearest GTE access tandem in which sufficient
              capacity is available.

       8.1.3  Interconnection for the MPB arrangement shall occur at the "IP".

       8.1.4  Common Channel Signaling shall be utilized in conjunction with MPB
              arrangements to the extent such signaling is resident in the GTE
              access tandem switch.

       8.1.5  ACI and GTE will use diligent efforts, individually and
              collectively, to maintain provisions in their respective federal
              and state access tariffs, and/or provisions within the National
              Exchange Carrier Association ("NECA") Tariff No. 4, or any
              successor tariff, sufficient to reflect this MPB arrangement,
              including MPB percentages.


                                      V-10
<PAGE>

       8.1.6  As detailed in the MECAB document, ACI and GTE will, in a timely
              fashion, exchange all information necessary to accurately,
              reliably and promptly bill Access Service customers for Switched
              Access Services traffic jointly handled by ACI and GTE via the
              meet-point arrangement.  Information shall be exchanged in
              Electronic Message Record ("EMR") format, on magnetic tape or via
              a mutually acceptable electronic file transfer protocol.

       8.1.7  ACI and GTE shall work cooperatively to coordinate rendering of
              Meet-Point bills to customers, and shall reciprocally provide each
              other usage data and related information at the appropriate
              charge.

8.2    COMPENSATION.

       8.2.1  Initially, billing to Access Service customers for the Switched
              Access Services jointly provided by ACI and GTE via the MPB
              arrangement shall be according to the multiple-bill method as
              described in the MECAB guidelines. This means each Party will bill
              the portion of service they provided at their appropriate tariff,
              or price list. 

       8.2.2  Subsequently, ACI and GTE may mutually agree to implement one of
              the following options for billing to third parties for the
              Switched Access Services jointly provided by ACI and GTE via the
              MPB arrangement:  single-bill/single tariff method, single-bill/
              multiple tariff method, or to continue the multiple-bill method.
              Should ACI prefer to change among these billing methods, ACI shall
              notify GTE of such a request in writing, ninety (90) Business Days
              in advance of the date on which such change is desired to be
              implemented, such changes then may be made in accordance with 
              MECAB guidelines and if GTE mutually agrees, the change will be
              made.

9.     COMMON CHANNEL SIGNALING.

9.1    SERVICE DESCRIPTION.  The Parties will provide Common Channel 
       Signaling ("CCS") to one another via Signaling System 7 ("SS7") 
       network interconnection, where and as available, in the manner 
       specified in FCC Order 95-187, in conjunction with all traffic 
       exchange trunk groups.  SS7 signaling and transport services shall be 
       provided by GTE in accordance with the terms and conditions of this 
       Section 9 of this Article and APPENDIX I attached to this Agreement 
       and made a part hereof.  The Parties will cooperate on the exchange of 
       all appropriate SS7 messages for local and intraLATA call set-up 
       signaling, including ISUP and Transaction Capabilities Application 
       Part ("TCAP") messages to facilitate full interoperability of all 
       CLASS Features and functions between their respective networks.  Any 
       other SS7 message services


                                      V-11
<PAGE>

       to be provided using TCAP messages (such as data base queries) will be
       jointly negotiated and agreed upon.

9.2    SIGNALING PARAMETERS.  All SS7 signaling parameters will be provided 
       in conjunction with traffic exchange trunk groups, where and as 
       available. These parameters include Automatic Number Identification 
       ("ANI"), Calling Party Number ("CPN"), Privacy Indicator, calling 
       party category information, originating line information, charge 
       number, etc.  Also included are all parameters relating to network 
       signaling information, such as Carrier Information Parameter ("CIP"), 
       wherever such information is needed for call routing or billing.  GTE 
       will provide SS7 via GR-394-SS7 and/or GR-317-SS7 format(s).

9.3    PRIVACY INDICATORS.  Each Party will honor all privacy indicators as
       required under applicable law.

9.4    CONNECTION THROUGH STP.  ACI must interconnect with the GTE STP(s) 
       serving the LATA in which the traffic exchange trunk groups are 
       interconnected.  Additionally, all interconnection to GTE's 800/888 
       database and GTE's LIDB shall, consistent with this section and 
       APPENDIX I attached hereto, take place only through appropriate STP 
       pairs.

9.5    THIRD PARTY SIGNALING PROVIDERS.  ACI may choose a third-party SS7 
       signaling provider to transport messages to and from the GTE SS7 
       network. In that event, that third-party provider must present a 
       letter of agency to GTE, prior to the testing of the interconnection, 
       authorizing the Third Party to act on behalf of ACI in transporting 
       SS7 messages to and from GTE.  The third-party provider must 
       interconnect with the GTE STP(s) serving the LATA in which the traffic 
       exchange trunk groups are interconnected.

9.6    MULTI-FREQUENCY SIGNALING.  In the case where CCS is not available, in 
       band Multi-Frequency ("MF"), wink start, E & M channel associated 
       signaling with ANI will be provided by the Parties.  Network signaling 
       information, such as CIC/OZZ, will be provided wherever such 
       information is needed for call routing or billing.

10.    SERVICE QUALITY AND PERFORMANCE.  Each Party shall provide Services 
       under this Article to the other Party that are equal in quality to 
       that the Party provides to itself, its Affiliates or any other entity. 
        "Equal in quality" shall mean that the Service will meet the same 
       technical criteria and performance standards that the providing Party 
       uses within its own network for the same Service at the same location 
       under the same terms and conditions.

11  .  NETWORK OUTAGES.  GTE shall work with ACI to establish reciprocal 
       responsibilities for managing network outages and reporting.  Each 
       party shall


                                      V-12
<PAGE>

       be responsible for network outage as a result of termination of its
       equipment in GTE wire center or access tandem.  ACI shall be responsible
       for notifying GTE of significant outages which could impact or degrade
       GTE switches and services.


                                      V-13
<PAGE>


                                      ARTICLE VI
                                  RESALE OF SERVICES


       Resale of Services is not provided in this Agreement.
     
       Resale of Services is available from GTE's tariff Cal. P.U.C. No. K-5.












                                     VI-1
<PAGE>

                                     ARTICLE VII
                             UNBUNDLED NETWORK ELEMENTS


1.     GENERAL.  The purpose of this Article VII, VII is to define the 
       unbundled network elements that may be  leased by ACI from GTE.  
       Unless otherwise specified in this Agreement, provisioning of 
       unbundled network arrangements will be governed with the GTE Customer 
       Guide for CLEC Establishment of Services - Resale and Unbundling (the 
       "Guide"). Additional procedures for preordering, ordering, 
       provisioning and billing of unbundled network elements are outlined in 
       APPENDIX H.

2.     UNBUNDLED NETWORK ELEMENTS.

       2.1    CATEGORIES.  There are several separate categories of Network 
              Components that shall be provided as unbundled network elements 
              by GTE:

       (a)    Network Interface Device or NID

       (b)    Loop Elements

       (c)    Port and Local Switching Elements

       (d)    Dedicated Transport Elements

       (e)    Signaling Elements

     
       2.2    PRICES.  Individual unbundled network elements and prices are 
              identified on APPENDIX F attached to this Agreement and made a 
              part hereof, or under the appropriate GTE tariff as referenced 
              in this Article.  Nonrecurring charges relating to unbundled 
              elements are also listed on APPENDIX F.

              2.2.1   Compensation arrangements for exchanging traffic when 
                      ACI uses GTE provided unbundled port and local 
                      switching elements shall be as provided in APPENDIX L 
                      attached hereto.

       2.3    INTERCONNECTION TO UNBUNDLED ELEMENTS.  ACI may lease and 
              interconnect to whichever of these unbundled network elements 
              ACI chooses, and subject to technical feasibility, may combine 
              these unbundled elements with any facilities or services that 
              ACI may itself provide subject to the following:


                                    VII-1
<PAGE>

              2.3.1   Interconnection shall be achieved via physical 
                      collocation arrangements ACI shall maintain at the wire 
                      center at which the unbundled services are resident. 
                      Pursuant to Article IX, Section 2. of this Agreement, 
                      in circumstances where physical collocation cannot be 
                      accomodated at wire centers where the unbundled 
                      services are resident, alternative arrangements will be 
                      negotiated.
     
              2.3.2   Each loop or port element shall be delivered to ACI's 
                      collocation arrangement over a loop/port connector 
                      applicable to the unbundled services as listed on 
                      APPENDIX F.

              2.3.3   ACI shall combine unbundled network elements with its 
                      own facilities.  GTE has no obligation to combine any 
                      network elements for ACI; provided, however, that to 
                      the extent that GTE may be specifically required to 
                      combine unbundled network elements and/or provide 
                      unbundled network elements in existing combinations 
                      pursuant to a final and effective decision that is 
                      binding on GTE, GTE will negotiate with ACI regarding 
                      the provisioning of such elements in accordance with 
                      that decision.  Once GTE's unbundled network elements 
                      have been connected to ACI's facilities, as described 
                      in this Agreement, ACI is not precluded from combining 
                      the unbundled elements using its own facilities, except 
                      that ACI may not combine such network elements to 
                      provide solely interexchange service or solely switched 
                      access service to an interexchange carrier.

       2.4    SERVICE QUALITY.  To the degree reasonably possible, all 
              service attributes, grades-of-service and installation, 
              maintenance and repair intervals which apply to the bundled 
              service will apply to unbundled network elements.  
              Notwithstanding the foregoing, GTE shall not be responsible for 
              impacts on service attributes, grades of service, etc., 
              resulting from ACI's specific use of or modification to any 
              unbundled network element.  

3.     NETWORK INTERFACE DEVICE.


                                    VII-2
<PAGE>

       3.1    DIRECT CONNECTION.  ACI shall be permitted to connect its own 
              Loop directly to GTE's Network Interface Device or NID in cases 
              in which ACI uses its own facilities to provide local service 
              to an end user formerly served by GTE, as long as such direct 
              connection does not adversely affect GTE's network.  In order 
              to minimize any such adverse effects, ACI shall follow the 
              procedures in Sections 3.1.1 and 3.1.2 below.

              3.1.1   When connecting its own loop facility directly to GTE's 
                      NID for a residence or business customer, ACI must make 
                      a clean cut on the GTE drop wire at the NID so that no 
                      bare wire is exposed.  ACI shall not remove or 
                      disconnect GTE's drop wire from the NID or take any 
                      other action that might cause GTE's drop wire to be 
                      left lying on the ground.

              3.1.2   At multi-tenant customer locations, ACI must remove the 
                      jumper wire from the distribution block (i.e. the NID) 
                      to the GTE cable termination block.  If ACI cannot gain 
                      access to the cable termination block, ACI must make a 
                      clean cut at the closest point to the cable termination 
                      block.  At ACI's request and discretion, GTE will 
                      determine the cable pair to be removed at the NID in 
                      multi-tenant locations.  ACI will compensate GTE for 
                      the trip charge necessary to identify the cable pair to 
                      be removed.

              3.1.3   GTE agrees to offer NIDs for lease to ACI but not for 
                      sale.  ACI may remove GTE identification from any NID 
                      which it connects to a ACI loop, but ACI may not place 
                      its own identification on such NID.

              3.1.4   GTE Loop elements leased by ACI will be required to 
                      terminate only on a GTE NID.  If  the CLEC leasing a 
                      GTE loop wants a CLEC NID, they will also be required 
                      to lease a GTE NID for the direct loop termination and 
                      effect a NID to NID connection.

       3.2    NID TO NID CONNECTION.  Rather than connecting its loop 
              directly to GTE's NID, ACI may also elect to install its own 
              NID and effect a NID to NID connection to gain access to the 
              end user's inside wiring.

              3.2.1   The CLEC that provides its own loop facilities may 
                      elect to move all inside wire terminated on a GTE NID 
                      to one provided by the CLEC.  In this instance, a NID 
                      to NID connection will not be required.  ACI, or the 
                      end user premise owner, can elect to leave the GTE 
                      disconnected 


                                    VII-3
<PAGE>

                      NID in place, or to remove the GTE NID from the premise 
                      and dispose of it entirely.

       3.3    REMOVAL OF CABLE PAIRS.  Removal of existing cable pairs 
              required for ACI to terminate service is the responsibility of 
              ACI.

       3.4    MAINTENANCE.  When ACI provides its own loop and connects 
              directly to GTE's NID, GTE does not have the capability to 
              perform remote maintenance.  ACI can perform routine 
              maintenance via its loop and inform GTE once the trouble has 
              been isolated to the NID and GTE will repair (or replace) the 
              NID, or, at ACIs option, it can make a NID to NID connection, 
              using the GTE NID only to gain access to the inside wire at the 
              customer location.

4.     LOOP ELEMENTS.

       4.1    SERVICE DESCRIPTION.  A "Loop" is an unbundled component of 
              Exchange Service.  In general, it is the transmission facility 
              (or channel or group of channels on such facility) which 
              extends from a Main Distribution Frame ("MDF') or functionally 
              comparable piece of equipment in a GTE end office or wire 
              center to a demarcation or connector block in/at a subscriber's 
              premises.  Traditionally, Loops were provisioned as 2-wire or 
              4-wire copper pairs running from the end office MDF to the 
              customer premises.  However, a loop may be provided via other 
              media, including radio frequencies, as a channel on a high 
              capacity feeder/distribution facility which may, in turn, be 
              distributed from a node location to the subscriber premises via 
              a copper or coaxial drop facility, etc.

       4.2    CATEGORIES OF LOOPS.  There are six general categories of loops:

              4.2.1   "2-wire analog voice grade" loops will support analog 
                      transmission of 300-3000 Hz, repeat loop start or 
                      ground start seizure and disconnect in one direction 
                      (toward the end office switch), and repeat ringing in 
                      the other direction (toward the end user).  This loop 
                      is commonly used for local dial tone service;

              4.2.2   "4-wire analog voice grade" loops conform to the 
                      characteristics of a 2-wire voice grade loop and, in 
                      addition, can support the simultaneous independent 
                      transmission of information in both directions;

              4.2.3   "2-wire digital" loops will support industry standard 
                      specifications for digital transmission. Additional 
                      provisioning (removal of bridge taps and/or load coils) 
                      may 


                                    VII-4
<PAGE>

                      be required to conform to these industry standards. 
                      Dependent on the method of provisioning the loop, a 
                      2-wire digital loop may be configured to support 
                      service enhancing technologies such as ADSL or ISDN.

              4.2.4   "4-wire digital" loops will support industry standard 
                      specifications for digital transmission. Additional 
                      provisioning (removal of bridge taps and/or load coils) 
                      may be required to conform to these industry standards. 
                      Dependent on the method of provisioning the loop, a 
                      4-wire digital loop may be configured to support 
                      service enhancing technologies such as HDSL or ISDN.

              4.2.5   "DS-1" loops will support a digital transmission rate 
                      of 1.544 Mbps.  The DS-1 loop will have no bridge taps 
                      or load coils and will employ special line treatment.  
                      DS-1 loops will include span line repeaters where 
                      required, office terminating repeaters, and DSX cross 
                      connects. Prices for DS-1 grade loops are the prices 
                      set forth in the appropriate GTE intrastate special 
                      access tariff.

              4.2.6   "DS-3" loops will support the transmission of 
                      isochronous bipolar serial data at a rate of 44.736 
                      Mbps.  This DS-3 type of loop provides the equivalent 
                      of 28 DS-1 channels and shall include the electronics 
                      at either end.

       4.3    CONDITIONED LOOPS.  ACI may also require that the analog loops 
              ordered above be conditioned in order for them to provide the 
              end-user service.  Examples of this type of conditioning are:  
              Type C, Type DA, Improved C, etc.  The price for such 
              conditioned loops shall be the applicable charge as provided in 
              the appropriate GTE intrastate special access tariff.  Digital 
              loops ordered above will be provisioned to meet industry 
              standard service levels for generally available digital 
              services, such as ISDN or ADSL, without the requirement for 
              ordering additional conditioning. ACI must indicate on the 
              order, via industry standard ordering codes, the service 
              capability requested.

       4.4    FEATURES, FUNCTIONS, ATTRIBUTES.  To the degree reasonably 
              possible, all transport-based features, functions, service 
              attributes, grades-of-service, installation, maintenance and 
              repair intervals that apply to the bundled services will apply 
              to unbundled loops.

              4.4.1   GTE will not perform routine testing of the unbundled 
                      loop for maintenance purposes.  ACI will be required to 


                                    VII-5
<PAGE>

                      provision a loop testing device either in its central 
                      office (switch location), Network Control Center or in 
                      its collocation arrangement to test the unbundled loop. 
                      GTE will perform repair and maintenance once trouble 
                      is identified by ACI.

              4.4.2   All Loop facilities furnished by GTE on the premises of 
                      ACI's end users and up to the network interface or 
                      functional equivalent are the property of GTE. ACI is 
                      responsible for ensuring GTE has access to all such 
                      facilities for network management purposes. In the  
                      event ACI is unable to provide GTE reasonable access to 
                      such facilities, ACI acknowledges that GTE may not be 
                      able to meet its service obligations. GTE employees and 
                      agents may enter said premises at any reasonable hour 
                      to test and inspect such facilities in connection with 
                      such purposes or, upon termination or cancellation of 
                      the Loop facility, to remove such facility.

     
              4.4.3   GTE will provide loop transmission characteristics to 
                      ACI end users which are equal to those provided to GTE 
                      end users.

              4.4.4   If ACI leases digital loops, pursuant to sections 4.2.3 
                      or 4.2.4 above, GTE will test the loop and provide 
                      recorded test results to ACI.  In maintenance and 
                      repair cases, if loop tests are taken, GTE will provide 
                      any recorded readings to ACI at time the trouble ticket 
                      is closed in the same manner as GTE provides to itself 
                      and its end users.

       4.5    LOOP CARRIER TECHNOLOGIES.  Where GTE utilizes integrated 
              digital loop carrier ("IDLC")(1) technology to provision the Loop 
              element, GTE cannot provide an unbundled loop. Where GTE uses 
              Universal Digital Loop Carrier "UDLC" or analog carrier to 
              provision the loop element, GTE may be able to  provide an 
              unbundled loop, however, the capabilities of the loop may be 
              limited. If ACI orders a digital loop to a location that is 
              normally served by either IDLC or UDLC, GTE will use 
              alternative facilities, if available, to provide the requested 
              loop type.


-----------------------------
       (1)    See Bellcore TR-TSY-000008, Digital Interface Between the SLC-96 
Digital Loop Carrier System and Local Digital Switch and TR-TSY-000303, 
Integrated Digital Loop Carrier (IDLC) Requirements, Objectives and 
Interface.


                                    VII-6
<PAGE>

              GTE will work with ACI to develop a joint planning process to 
              allow ACI to assess the impact of GTE's use of digital loop 
              carrier technology in marketing its services that are dependent 
              on using GTE provided unbundled local loops. Such a process 
              will provide general information as to the type and relative 
              use of digital loop carrier technology in a market as well as 
              the capability to determine on a customer specific/route 
              specific basis if digital loop carrier is used to provision the 
              loop.

              4.5.1   GTE will permit ACI to collocate digital loop carriers 
                      and associated equipment in conjunction with 
                      collocation arrangements ACI maintains at a GTE wire 
                      center for the purpose of interconnecting to unbundled 
                      Loop elements.

              4.5.2   Should equipment be developed  that allows xDSL 
                      services to be provided over loops that are provisioned 
                      in any part by digital loop carrier technology and 
                      should GTE's collocation policy allow CLECs to 
                      collocate such equipment to provide xDSL services over 
                      GTE provided unbundled loops, GTE shall offer such 
                      collocation to ACI with respect to both the type of 
                      equipment ACI is permitted to collocate and the 
                      location of such collocation in compliance with the 
                      nondiscrimination requirements of the ACT.

       4.6    UNBUNDLED LOOP FACILITY QUALIFICATION.

              4.6.1   Before deploying any service enhancing copper cable 
                      technology (e.g., HDSL, ISDN, etc.) over unbundled 
                      analog voice grade loop, leased from GTE, pursuant to 
                      sections 4.2.1 and 4.2.2 above, ACI shall notify GTE of 
                      such intentions to enable GTE to assess the loop 
                      transport facilities to determine whether there are any 
                      existing copper cable loop transport technologies 
                      (e.g., analog carrier, etc.) deployed within the same 
                      cable sheath that would be interfered with if ACI 
                      deployed the proposed service enhancing copper cable 
                      technology. If GTE believes that interference would 
                      occur, GTE will provide ACI with sufficient information 
                      to enable ACI to make an independent determination 
                      whether interference would occur. If, after discussion 
                      with ACI, GTE determines that there are existing copper 
                      cable loop transport technologies already deployed 
                      within the same cable sheath, or if GTE already has 
                      existing near term (within 6 months of the date of 
                      facility certification) plans to deploy copper cable 
                      loop transport technologies that would be interfered 
                      with as 


                                    VII-7
<PAGE>

                      described above, GTE will so inform ACI and ACI shall not
                      be permitted to deploy such service enhancing copper cable
                      technologies.  GTE may charge ACI the applicable 
                      engineering time and labor costs to perform the 
                      qualification.

              4.6.2   If ACI orders unbundled digital loops pursuant to 
                      Sections 4.2.3 and 4.2.4 above and provides the 
                      industry standard codes on the order indicating the 
                      type of service to be deployed on the loop, no 
                      notification is required. As described above in Section 
                      4.6.1, GTE will determine if compatibility issues exist 
                      and, if facilities are available, will provide a loop 
                      capable of meeting the requested service capabilities.

              4.6.3   If ACI fails to notify GTE of its plans to deploy 
                      service enhancing copper cable technology over 
                      unbundled analog voice grade loops, or fails to 
                      properly order an unbundled digital loop, and obtain 
                      prior qualification from GTE of the facilities, if 
                      ACI's deployment of such technology is determined to 
                      have caused interference with existing or planned 
                      copper cable loop transport technologies deployed by 
                      GTE in the same cable sheath, ACI will immediately 
                      remove such service enhancing copper cable technology 
                      and shall reimburse GTE for all incurred expense 
                      related to this interference. 

       4.7    COMPATIBILITY. Provided ACI has notified GTE, pursuant to 4.6. 
              preceding or via an order for digital loop services, of the 
              servicing enhancing copper cable technology deployed on an 
              unbundled loop, GTE will not deploy service enhancing 
              technology within the same cable sheath that would be 
              incompatible with ACI's technology.
          
       4.8    SUBLOOPS.

              4.8.1   GTE will provide as separate items the loop 
                      distribution, loop concentrator and loop feeder on a 
                      case-by-case basis (subloop elements). If ACI provides 
                      a good faith  request to GTE to provide subloop 
                      elements at a specific location, GTE will work 
                      cooperatively with ACI to determine if subloop elements 
                      can be provided at the specified location. If it is 
                      determined that subloop elements can be provided, the 
                      Parties will negotiate the terms and conditions for 
                      providing subloop elements.


                                    VII-8
<PAGE>

              4.8.2   GTE will design and construct loop access facilities 
                      (including loop feeders and loop 
                      concentration/multiplexing systems) in accordance with 
                      standard industry practices as reflected in applicable 
                      tariffs and/or as agreed to by GTE and ACI.  

              4.8.3   Transport for loop concentrators/multiplexers services 
                      not supported by embedded technologies will be provided 
                      pursuant to applicable tariffs or as individually 
                      agreed upon by GTE and ACI.  The Parties understand 
                      that embedded loop concentrators/multiplexers are not 
                      necessarily capable of providing advanced and/or 
                      digital services.  

              4.8.4   GTE will provide loop transmission characteristics as 
                      specified in Section 4.4.3 herein.

5.     PORT AND LOCAL SWITCHING ELEMENTS.

       5.1    PORT.  Port is an unbundled component of Exchange Service that 
              provides for the interconnection of individual loops or trunks 
              to the switching components of GTE's network.  In general, it 
              is a line card or trunk card and associated peripheral 
              equipment on GTE end office switch that serves as the hardware 
              termination for the end user's Exchange Service on that switch 
              and generates dial tone and provides the end user access to the 
              public switched telecommunications network.  The port does not 
              include such features and functions which are provided as part 
              of Local Switching.  Each line-side port is typically 
              associated with one (or more) telephone number(s), which serve 
              as the end user's network address.

       5.2    PORTS AVAILABLE AS UNBUNDLED NETWORK ELEMENTS.  There are four 
              types of Ports available as unbundled network elements;

              5.2.1   "2-wire analog line" Port is a line side switch 
                      connection employed to provide basic residential and 
                      business type Exchange Service.

              5.2.2   "2-wire ISDN digital line" Port is a Basic Rate 
                      Interface (BRI) line side switch connection employed to 
                      provide ISDN Exchange Services.

              5.2.3   "DS-1 digital trunk" Port is a direct inward dialing 
                      (DID) trunk side switch connection employed to provide 
                      the equivalent of 24 analog incoming trunk type 
                      Exchange Services.


                                    VII-9
<PAGE>

              5.2.4   "4-wire ISDN digital DS-1 trunk" Port is a Primary Rate 
                      Interface (PRI) trunk side switch connection employed 
                      to provide the ISDN Exchange Services

       5.3    PORT PRICES.  Prices for 2-wire analog and DS-1 Ports are 
              listed in APPENDIX F.  2-wire ISDN line side Ports and 4-wire 
              ISDN trunk side Ports shall be provided at a price agreed to by 
              the Parties.

       5.4    LOCAL SWITCHING.  Local switching provides the basic switching 
              functions to originate, route and terminate traffic and any 
              signaling deployed in the switch.  Vertical features are 
              optional services provided through software programming in the 
              switch which can be added on a per-feature basis with 
              applicable rate.  GTE will initially offer those features and 
              functions currently available to the particular platform used 
              (e.g., DMS, 5ESS, GTD5). Any feature or function which is not  
              offered, but the switch is capable of providing, may be 
              requested  and the Parties will mutually agree upon price, 
              terms and conditions.  ACI will be responsible for bearing any 
              costs incurred by GTE in making such feature/function 
              available, including Right-to-Use (RTU) fees. The rates for 
              Local Switching and Vertical Features are listed in APPENDIX F.

              5.4.1   ACI must purchase Local Switching with the line-side 
                      Port or trunk-side Port, if applicable.

       5.5    COMPLIANCE WITH SECTION 2.3.  ACI shall only order unbundled 
              elements in accordance with Section 2.3 herein and it will be 
              the responsibility of ACI to make arrangements for the delivery 
              of interexchange traffic and routing of traffic over 
              interoffice transmission facilities, if applicable.

       5.6    SHARED TRANSPORT.  "Shared transport" is the physical 
              interoffice facility medium that is used to transport a call 
              between switching offices.  A central office switch translates 
              the end user dialed digits and routes the call over a Common 
              Transport Trunk Group that rides interoffice transmission 
              facilities.  These trunk groups and the associated Interoffice 
              transmission facilities are accessible by any end user (GTE end 
              user or CLEC end user when the CLEC has purchased unbundled 
              local switching) and are referred to as "shared transport 
              facilities."

              5.6.1   Many calls riding shared transport facilities will also 
                      be switched by GTE's access tandem. This tandem 
                      switching function is included as a rate component of 
                      shared transport, as set forth in Appendix D.  GTE will 
                      provide shared transport from a call originating from 
                      an unbundled switch port to the point where the call 
                      leaves GTE's network (the IP).


                                    VII-10
<PAGE>

              5.6.2   When ACI purchases unbundled local switching, ACI is 
                      obligated to purchase unbundled shared transport.  All 
                      of the billing elements associated with shared 
                      transport are billed upon call origination, unless the 
                      call involves an IXC.

              5.6.3   The rating of shared transport is based on the duration 
                      a voice grade (or DS-0) call on GTE's network.  Shared 
                      transport is comprised of three billing components: (1) 
                      Shared Transport - Facility Miles (usage and distance 
                      sensitive); (2) Shared Transport - Termination (per 
                      end, usage sensitive); and (3) Tandem Switching (usage 
                      sensitive).  Untial an industry standard solution is 
                      implemented for generating AMA recordings that 
                      indentify tandem routed calls, the parties will use a 
                      shared transport composite rate using the tandem 
                      switching rate, two (2) terminations, and an assumed 
                      facility miles length of ten (10) miles.  This interim 
                      methodology will be used in lieu of actual detailed AMA 
                      recordings and bill generation.

              5.6.4   GTE is responsible for the sizing of the shared 
                      transport network.  All analysis, engineering, and 
                      trunk augmentations to Common Transport Trunk Groups 
                      will be the sole responsibility of GTE.  To ensure that 
                      the network is appropriately sized, GTE may request 
                      traffic forecasts from ACI if ACI requests unbundled 
                      local switching.  These forecasts must be provided to 
                      GTE on a quarterly basis, with a twelve (12) month 
                      outlook.

              5.6.5   GTE provides shared transport between GTE switching 
                      offices (e.g.,between GTE end offices, a GTE end office
                      and a GTE tandem switch, between a GTE end office and 
                      the IP of a connecting telecommunications company, or 
                      between a tandem switch and the IP of a connecting 
                      telecommunications company). However, the transport 
                      between a GTE switching office and the  ACI switching 
                      office must be purchased as dedicated transport and is 
                      not provided as shared transport.

6.     DEDICATED TRANSPORT.

6.1    Dedicated transport is purchased for the purpose of transporting 
       Telecommunications Services between designated serving wire centers 
       ("SWCs") within the same LATA.  Dedicated transport may extend between 
       two GTE SWCs ("Interoffice Dedicated Transport" or "IDT") or may 
       extend from the GTE SWC to the ACI premise ("CLEC Dedicated Transport" 
       or "CDT").  CDT remains within the exchange boundaries of the SWC, 
       while IDT traverses 


                                    VII-11
<PAGE>
 
       exchange boundaries.  IDT and CDT are further defined in Sections 6.2 
       and 6.3 below.

6.2    CDT is the dedicated transport facility connecting the GTE SWC to 
       ACI's Customer Designated Location ("CDL").  The CDL will be the 
       designated where the CLEC's physical network begins (the CDL cannot be 
       designated at an end user customer location).

6.3    CDT includes the equipment required to terminate the interoffice 
       facility within ACI's CDLs and within the GTE SWC.  This element also 
       includes the transport facility between the two locations but extends 
       no farther into GTE's network than the CDL's SWC.  DCT has no 
       switching components and is available in bandwidth increments of DS0, 
       DS1, or DS3 at rates outlined in Appendix F.

6.4    CDT consists of monthly recurring (non-usage sensitive) billable 
       elements that are dependent on bandwidth, but may vary depending on 
       the termination arrangement at the CDL (Office Terminating Repeater 
       vs. SONET terminal, first system vs. additional system, etc.).

6.5    IDT is the dedicated transport facility connecting two GTE SWCs and 
       excludes the facilities between the SWC and the CDL.  IDT has no 
       switching components and is available in bandwidth increments of DS0, 
       DS1, and DS3 at rates outlined in Appendix F.

6.6    The price of IDT varies with the bandwidth and consists of monthly 
       recurring (non-usage sensitive) billable elements.  The components are 
       Transport Facility Miles (monthly recurring) and Transport Termination 
       (per end, monthly recurring).

7.     SS7 TRANSPORT AND SIGNALING.  SS7 signaling and transport services in 
       support of ACI's local exchange services shall be provided in 
       accordance with the terms and conditions of APPENDIX H attached to 
       this Agreement and made a part hereof.

       7.1    GTE will provide interconnection with its SS7 at the STPs but 
              not at other points.

8.     LIDB SERVICES.  Access to GTE's LIDB shall be provided in accordance 
       with the rates, terms and conditions of GTE's switched access tariff, 
       GTOC Tariff FCC No. 1, Section 8.

9.     DATABASE 800-TYPE SERVICES.  Access to GTE's 800-Type database (I.E., 
       888, 877) shall be provided in accordance with the rates, terms and 
       conditions of GTE's switched access tariff, GTOC Tariff FCC No. 1, 
       Section 8.


                                    VII-12
<PAGE>

10.    OPERATOR SERVICES (OS) AND DIRECTORY ASSISTANCE (DA).  GTE will provide
       OS and DA to ACI in accordance with the terms set forth as follows:
     
       10.1   When OS and/or DA is to be provided for calls that originate 
              from a CLECs own switch, GTE will provide branded or unbranded 
              OS and/or DA pursuant to separate contracts to be negotiated in 
              good faith between the parties after execution and approval of 
              this Agreement by the Commission.  (Refer to Article VIII for 
              further details).

       10.2   When OS and/or DA is to be provided for calls that originate 
              from an unbundled Port with Local Switching, as provided 
              herein, and neither branding nor unbranding is requested, the 
              CLECs calls will access GTE's OS and/or DA platform and will be 
              processed in the same manner as GTE calls.

       10.3   When OS and/or DA is to be provided for calls that originate 
              from an unbundled Port with Local Switching, as provided 
              herein, and either branding or unbranding is requested, GTE 
              will provide such unbranding or rebranding on a 
              switch-by-switch basis, subject to capability and capacity 
              limitations where Customized Routing is Currently Available. 
              Upon receipt of an order for unbranding or rebranding, GTE will 
              implement within 90 Business Days when technically capable.

       10.4   ACI will be billed charges for OS and DA and a charge for 
              unbranding or rebranding and Customized Routing as set forth in 
              Section 9.  In addition, charges specified in Section 9 will 
              apply.
 
       10.5   For those offices that ACI has requested GTE to rebrand and/or 
              unbrand OS and DA, GTE will provide it where GTE performs its 
              own OS and DA service subject to capability and capacity 
              limitations where Customized Routing is Currently Available.  
              If GTE uses a third-party contractor to provide OS or DA, GTE 
              will not provide branding nor will GTE negotiate it with a 
              third party on behalf of ACI. ACI must negotiate with the third 
              party.  In these instances, ACI will need to purchase 
              customized routing to differentiate OS/DA traffic from GTE's.

11.    CUSTOMIZED ROUTING.  Where Currently Available and upon receipt of a 
       written Bona Fide request (BFR) from ACI as described in Article VIII, 
       Section ?, GTE agrees to provide customized routing for the following 
       types of calls:

              0-
              0+Local
              0+411
              1+411
              0+HNPA-555-1212 (intraLATA, only when intraLATA presubscription
              is not available)


                                    VII-13
<PAGE>

              1+HNPA-555-1212 (intraLATA, only when intraLATA presubscription
              is not available).

       11.1   GTE will provide ACI a list of switches that can provide 
              customized routing using line class codes or similar method 
              (regardless of current capacity limitations).  ACI will return 
              a list of these switches ranked in priority order.  GTE will 
              return to ACI a schedule for customized routing in the switches 
              with existing capabilities and capacity.

       11.2   In response to the BFR from ACI, GTE will provide ACI with 
              applicable charges, and terms and conditions, for providing OS 
              and DA, branding, and customized routing.

       11.3   Subject to the above provisions, GTE will choose the method of 
              implementing customized routing of OS and DA calls.

       11.4   When GTE agrees to provide customized routing to ACI, ACI will 
              be required to establish dedicated transport in order to route 
              OS/DA traffic to the designated platform.  If unbundled 
              Dedicated Transport is used to route OS/DA traffic to the 
              designated platform, ACI must purchase a trunk side port and 
              establish a collocation arrangement in accordance with Section 
              2.3 of this Article.  The rates for these Unbundled Network 
              Elements will be billed in accordance with Appendix F.  If the 
              Dedicated Transport used to route OS/DA traffic to the 
              designated platform is ordered out of the applicable access 
              tariff, no collocation arrangement or trunk side port is 
              required.

12.    ADVANCED INTELLIGENT NETWORK ACCESS (AIN).  GTE will provide ACI 
       access to GTE AIN functionality from GTE's AIN SCP via GTE's local 
       switch or ACI's local switch.  

13.    NONDISCRIMINATION PROVISION AND SUPPORT.  GTE agrees to provide 
       unbundled network elements in a timely manner considering the need and 
       volume of requests. GTE will provide unbundled network elements in a 
       non-discriminatory manner as required by the Act and shall provide 
       power to such elements on the same basis as GTE provides to itself.

14.    PROVISIONING INTERVALS.  GTE agrees to provide unbundled network 
       elements in a timely manner considering the need and volume of 
       requests, pursuant to agreed upon service provisioning intervals. Such 
       provisioning intervals shall be provided in a nondiscriminatory manner 
       as required by the Act.

15.    DIRECTORY ASSISTANCE LISTING.  When ACI orders an unbundled port, a 
       Directory Service Request (DSR) must be submitted to have the listing 
       included in GTE's Directory Assistance database.  The applicable 
       ordering charge will be applied for processing the DSR.


                                    VII-14
<PAGE>

                                     ARTICLE VIII
               ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS


1.   BONA FIDE REQUEST PROCESS.

1.1  INTENT.  The Bona Fide Request process may be used by ACI to request
     certain services, features, capabilities or functionality not currently
     defined  in this Agreement.

1.2  PROCESS.

  1.2.1   A Bona Fide Request shall be submitted in writing by ACI and shall
          specifically identify the need to include technical requirements,
          space requirements and/or other such specifications that clearly
          define the request.

  1.2.2   Although not expected to do so, ACI may cancel a Bona Fide Request
          in writing at any time prior to ACI and GTE agreeing to price and
          availability.  GTE will then cease analysis of the request.

  1.2.3   Within two (2) Business Days of its receipt, GTE shall acknowledge
          in writing the receipt of the Bona Fide Request and identify a
          single point of contact and any additional information needed to
          process the request.

  1.2.4   Except under extraordinary circumstances, within ten (10) Business
          Days of its receipt of a Bona Fide Request, GTE shall provide a
          proposed price and availability date, or it will provide an
          explanation as to why GTE elects not to meet ACI's request. GTE
          will consider relevant portions of previous BFRs, from any carrier,
          in the evaluation of the BFR in progress to make best efforts to
          shorten response times and, to the extent possible, avoid duplicate
          work.  If extraordinary circumstances prevail, GTE will inform ACI
          as soon as it realizes that it cannot meet the ten (10) Business
          Day response due date.  ACI and GTE will then determine a mutually
          agreeable date for receipt of the request.

  1.2.5   Unless ACI agrees otherwise, all proposed prices shall be
          consistent with the pricing principles of the Act, FCC and/or the
          Commission.  Payments for services purchased under a Bona Fide
          Request will be made upon delivery, unless otherwise agreed to by
          ACI, in accordance with the applicable provisions of the Agreement.

  1.2.6   If at any time an agreement cannot be reached as to the terms and
          conditions or price of the request GTE agrees to meet, the dispute
          resolution procedures described in Article III hereunder may be
          used by a Party to reach a resolution.


                                     VIII-1

<PAGE>

2.   TRANSFER OF SERVICE ANNOUNCEMENTS.  For services other than GTE resold and
     ported number services, when an end user customer transfers service from
     one Party to the other Party, and does not retain its original telephone
     number, the Party formerly providing service to the end user will provide,
     upon request and if such service is provided to its own customers, a
     referral announcement on the original telephone number.  This announcement
     will provide the new number of the customer and will remain in effect for
     the same time period this service is provided to GTE's own end users.  For
     GTE resold and ported number services, GTE shall provide an intercept
     referral on behalf of ACI.

3.   MISDIRECTED CALLS.  The Parties will employ the following procedures for
     handling any misdirected calls (e.g., Business office, repair bureau,
     etc.).

3.1  To the extent the correct provider can be determined, each Party will refer
     misdirected calls to the proper provider of local exchange service.  When
     referring such calls, both Parties agree to do so in a courteous manner, at
     no charge.

3.2  For misdirected repair calls, the Parties will provide their respective
     repair bureau contact number to each other on a reciprocal basis and
     provide the end user the correct contact number.

3.3  In responding to misdirected calls, neither Party shall make disparaging
     remarks about each other, nor shall they use these calls as a basis for
     internal referrals or to solicit end users or to market services.

4.   911/E911 ARRANGEMENTS.

4.1  DESCRIPTION OF SERVICE.  If ACI has a 911 obligation in a specific area and
     if GTE provides the  routing service for 911 traffic in that area,  ACI
     will install a minimum of two (2) dedicated trunks to GTE's 911/E911
     selective routers (i.e., 911 tandem offices) that serve the areas in which
     ACI provides Exchange Services, for the provision of 911/E911 services and
     for access to all subtending PSAPs.  The dedicated trunks shall be, at a
     minimum, DS-0 level trunks configured as a 2-wire analog interface or as
     part of a digital (1.544 Mbps) interface in which all circuits are
     dedicated to 9-1-1 traffic.  Either configuration shall use CAMA type
     signaling with multifrequency ("MF") tones that will deliver ANI with the
     voice portion of the call.  GTE will provide ACI with the appropriate CLLI
     codes and specifications of the tandem office serving area or the location
     of the primary PSAP when there is no 911 routing in that 911 district.  If
     an ACI central office serves end users in an area served by more than one
     (1) GTE 911/E911 selective router, ACI will install a minimum of two (2)
     dedicated trunks in accordance with this Section to each of such 911/E911
     selective routers or primary PSAP.


                                     VIII-2

<PAGE>

4.2  TRANSPORT.  If ACI desires to obtain transport from GTE to the GTE 911
     selective routers, ACI may purchase such transport from GTE at the rates
     set forth in Appendix G.

4.3  COOPERATION AND LEVEL OF PERFORMANCE.  The Parties agree to provide access
     to 911 /E911 in a manner that is transparent to the end user.  The Parties
     will work together to facilitate the prompt, reliable and efficient
     interconnection of ACI's systems to the 911/E911 platforms, with a level of
     performance that will provide the same grade of service as that which GTE
     provides to its own end users.  To this end, GTE will provide documentation
     to ACI showing the correlation of its rate centers to its E911 tandems at
     rates set forth in Appendix G.

4.4  BASIC 911 AND E911 GENERAL REQUIREMENTS:

  4.4.1   Basic 911 and E911 provides a caller access to the appropriate
          emergency service bureau by dialing a 3-digit universal telephone
          number (911).

  4.4.2   Where GTE has a 911 selective router installed in the network
          serving the 911 district, GTE shall use subscriber data derived
          from the Automatic Location Identification/Database Management
          System (ALI/DMS) to selectively route the 911 call to the Public
          Safety Answering Point (PSAP) responsible for the caller's
          location.

  4.4.3   All requirements for E911 also apply to the use of SS7 as a type of
          signaling used on the interconnection trunks from the local switch
          to an end office or a selective router.

  4.4.4   Basic 911 and E911 functions provided to ACI shall be at least at
          parity with the support and services that GTE provides to its
          subscribers for such similar functionality.

  4.4.5   Basic 911 and E911 access from Local Switching shall be provided to
          ACI in accordance with the following:

  4.4.5.1 GTE and ACI shall conform to all state regulations concerning
          emergency services.

  4.4.5.2 For E911, both ACI and GTE shall use their respective service
          order processes to update access line subscriber data for
          transmission to the database management systems.  Validation will
          be done via MSAG comparison listed in Section 4.4.5.5.


                                     VIII-3

<PAGE>

  4.4.5.3 If legally required by the appropriate jurisdiction, GTE shall
          provide or overflow 911 traffic to be routed to GTE Operator
          Services or, at ACI's discretion, directly to ACI Operator
          Services.

  4.4.5.4 Basic 911 and E911 access from the ACI local switch shall be
          provided from GTE to ACI in accordance with the following:

          4.4.5.4.1 If required by ACI and technically feasible, GTE shall
                    interconnect direct trunks from the ACI network to the
                    E911 PSAP, or to the E911 selective routers as
                    designated by ACI.  Such trunks may alternatively be
                    provided by ACI.

          4.4.5.4.2 In government jurisdictions where GTE has obligations
                    under existing Agreements as the primary provider of
                    the 911 System to the county (i.e., "lead telco"), ACI
                    shall participate in the provision of the 911 System as
                    follows:

          4.4.5.4.2.1 Each Party shall be responsible for those portions of
                      the 911 System for which it has control, including any
                      necessary maintenance to each Party's portion of the
                      911 System.

          4.4.5.4.2.2 ACI and GTE recognize that the lead telco in a 911
                      district has the responsibility of maintaining the ALI
                      database for that district.  Each company will provide
                      its access line subscriber records to the database
                      organization of that lead telco.  ACI and GTE will be
                      responsible for correcting errors when notified by
                      either the 911 district or its customer, and then
                      submitting the corrections to the lead telco.  Lead
                      telco database responsibilities are covered in Section
                      4.4.5.5 of this Article.

          4.4.5.4.2.3 ACI shall have the right to verify the accuracy of
                      information regarding ACI customers in the ALI database
                      using methods and procedures mutually agreed to by the
                      Parties.  The fee for this service shall be determined
                      based upon the agreed upon solution.

          4.4.5.4.3 If a Third Party is the primary service provider to a
                    911 district, ACI shall negotiate separately with such
                    Third Party with regard to the provision of 911 service
                    to the agency.  All relations between such Third Party


                                     VIII-4

<PAGE>
                    and ACI are totally separate from this Agreement and
                    GTE makes no representations on behalf of the Third
                    Party.

          4.4.5.4.4 If ACI or Affiliate is the primary service provider to
                    a 911 district, ACI and GTE shall negotiate the
                    specific provisions necessary for providing 911 service
                    to the agency and shall include such provisions in an
                    amendment to this Agreement.

          4.4.5.4.5 Interconnection and database access shall be at rates
                    as set forth in Appendix G.

          4.4.5.4.6 GTE shall comply with established, competitively
                    neutral intervals for installation of facilities,
                    including any collocation facilities, diversity
                    requirements, etc.

          4.4.5.4.7 In a resale situation, where it may be appropriate for
                    GTE to update the ALI database, GTE shall update such
                    database with ACI data in an interval no less than is
                    experienced by GTE subscribers, or than for other
                    carriers, whichever is faster, at no additional cost.

  4.4.5.5 The following are Basic 911 and E911 Database Requirements:

          4.4.5.5.1 The ALI database shall be managed by GTE, but is the
                    property of GTE and any participating LEC or CLEC which
                    provides their records to GTE.

          4.4.5.5.2 Copies of the MSAG shall be provided within five (5)
                    business days after the date the request is received
                    and provided on diskette or paper copy at the rates set
                    forth in Appendix G.

          4.4.5.5.3 ACI shall be solely responsible for providing ACI
                    database records to GTE for inclusion in GTE's ALI
                    database on a timely basis.

          4.4.5.5.4 GTE and ACI shall arrange for the automated input and
                    periodic updating of the E911 database information
                    related to ACI end users.  GTE shall work cooperatively
                    with ACI to ensure the accuracy of the data transfer by
                    verifying it against the Master Street Address Guide
                    ("MSAG").  GTE shall accept


                                     VIII-5

<PAGE>
                    electronically transmitted files or magnetic tape that 
                    conform to National Emergency Number Association ("NENA") 
                    Version #2 format.

          4.4.5.5.5 ACI shall assign an E911 database coordinator charged
                    with the responsibility of forwarding ACI end user ALI
                    record information to GTE or via a third-party entity,
                    charged with the responsibility of ALI record transfer. 
                    ACI assumes all responsibility for the accuracy of the
                    data that ACI provides to GTE.

          4.4.5.5.6 GTE shall update the database within one (1) business
                    day of receiving the data from ACI.  If GTE detects an
                    error in the ACI provided data, the data shall be
                    returned to ACI within one day from when it was
                    provided to GTE.  ACI shall respond to requests from
                    GTE to make corrections to database record errors by
                    uploading corrected records within one day.  Manual
                    entry shall be allowed only in the event that the
                    system is not functioning properly.

          4.4.5.5.7 GTE agrees to treat all data on ACI subscribers
                    provided under this Agreement as strictly confidential
                    and to use data on ACI subscribers only for the purpose
                    of providing E911 services.

          4.4.5.5.8 GTE shall adopt use of a Carrier Code (NENA standard
                    five-character field) on all ALI records received from
                    ACI.  The Carrier Code will be used to identify the
                    carrier of record in NP configurations.  The NENA
                    Carrier Code for ACI is "ACI"; the NENA Carrier Code
                    for GTE is "GTE."

  4.4.5.6 GTE and ACI will comply with the following requirements for
          network performance, maintenance and trouble notification.

          4.4.5.6.1 Equipment and circuits used for 911 shall be monitored
                    at all times.  Monitoring of circuits shall be done to
                    the individual trunk level.  Monitoring shall be
                    conducted by GTE for trunks between the selective
                    router and all associated PSAPs.

          4.4.5.6.2 Repair service shall begin immediately upon report of a
                    malfunction.  Repair service includes testing and
                    diagnostic service from a remote location, dispatch of


                                     VIII-6

<PAGE>
                    or in-person visit(s) of personnel.  Where an on-site
                    technician is determined to be required, a technician
                    will be dispatched without delay.

          4.4.5.6.3 GTE shall notify ACI forty-eight (48) hours in advance
                    of any scheduled testing or maintenance affecting ACI
                    911 service.  GTE shall provide notification as soon as
                    possible of any unscheduled outage affecting ACI 911
                    service.

          4.4.5.6.4 All 911 trunks must be capable of transporting Baudot
                    Code necessary to support the use of Telecommunications
                    Devices for the Deaf ("TTY/TDDs").

  4.4.5.7 Basic 911 and E911 Additional Requirements

          4.4.5.7.1 All ACI lines that have been ported via INP shall reach
                    the correct PSAP when 911 is dialed.  Where GTE is the
                    lead telco and provides the ALI, the ALI record will
                    contain both the ACI number and GTE ported number.  The
                    PSAP attendant shall see both numbers where the PSAP is
                    using a standard ALI display screen and the PSAP
                    extracts both numbers from the data that is sent.  GTE
                    shall cooperate with ACI to ensure that 911 service is
                    fully available to all ACI end users whose telephone
                    numbers have been ported from GTE, consistent with
                    State provisions.

          4.4.5.7.2 ACI and GTE shall be responsible for reporting all
                    errors, defects and malfunctions to one another.  GTE
                    and ACI shall provide each other with a point of
                    contact for reporting errors, defects, and malfunctions
                    in the service and shall also provide escalation
                    contacts.

          4.4.5.7.3 ACI may enter into subcontracts with third parties,
                    including ACI Affiliates, for the performance of any of
                    ACI's duties and obligations stated herein.

          4.4.5.7.4 Where GTE is the lead telco, GTE shall provide ACI with
                    notification of any pending selective router moves
                    within at least ninety (90) days in advance..


                                     VIII-7

<PAGE>

          4.4.5.7.5 Where GTE is the lead telco, GTE shall establish a
                    process for the management of NPA splits by populating
                    the ALI database with the appropriate new NPA codes.

          4.4.5.7.6 Where GTE is the lead telco, GTE shall provide the
                    ability for ACI to update 911 database with end user
                    information for lines that have been ported via INP or
                    LNP.

  4.4.6   Basic 911 and E911 Information Exchanges and interfaces.  Where GTE
          is the lead telco:

  4.4.6.1 GTE shall provide ACI access to the ALI Gateway which interfaces
          to the ALI/DMS database.  GTE shall provide error reports from
          the ALI/DMS database to ACI within one (1) day after ACI inputs
          information into the ALI/DMS database.  Alternately, ACI may
          utilize GTE or a Third Party entity to enter subscriber
          information into the database on a demand basis, and validate
          subscriber information on a demand basis.  The rates are set
          forth in Appendix G.

  4.4.6.2 GTE and ACI shall arrange for the automated input and periodic
          updating of the E911 database information related to ACI end
          users.  GTE shall work cooperatively with ACI to ensure the
          accuracy of the data transfer by verifying it against the Master
          Street Address Guide ("MSAG").  GTE shall accept electronically
          transmitted files or magnetic tape that conform to National
          Emergency Number Association ("NENA") Version #2 format.

  4.4.6.3 Updates to MSAG.  Upon receipt of an error recording an ACI
          subscriber's address from GTE, and where GTE is the lead telco,
          it shall be the responsibility of ACI to ensure that the address
          of each of its end users is included in the Master Street Address
          Guide ("MSAG") via information provided on ACI's Local Service
          Request ("LSR") or via a separate feed established by ACI
          pursuant to Section 4.4.5.7 of this Article.

  4.4.6.4 The ALI database shall be managed by GTE, but is the property of
          GTE and all participating telephone companies.  The interface
          between the E911 Switch or Tandem and the ALI/DMS database for
          ACI subscriber shall meet industry standards.

4.5  COMPENSATION.  In situations in which GTE is responsible for maintenance of
     the 911 /E911 database and can be compensated for maintaining ACI's
     information by the municipality, GTE will seek such compensation from the
     municipality.


                                     VIII-8

<PAGE>

     GTE will seek compensation from ACI only if and to the extent that GTE is 
     unable to obtain such compensation from the municipality.  GTE shall 
     charge ACI a portion of the cost of the shared 911 /E911 selective router 
     as set forth in Appendix G.

5.   INFORMATION SERVICES TRAFFIC.

5.1  ROUTING.  Each Party shall route traffic for Information Services (I.E.,
     900-976, Internet, weather lines, sports providers, etc.) which originates
     on its network to the appropriate Information Service Platform.

5.2  BILLING AND COLLECTION AND INFORMATION SERVICE PROVIDER (ISP) REMUNERATION.

  5.2.1   In the event GTE performs switching of ISP traffic associated with
          resale or unbundled network elements for ACI, GTE shall provide to
          ACI GTE's standard call detail records so as to allow ACI to bill
          its end users.  GTE shall not be responsible or liable to ACI or
          ISP for Billing and Collection and/or any receivables of
          Information Service Providers.

  5.2.2   Notwithstanding and in addition to Article III, Section 24, GTE
          shall be indemnified and held harmless by ACI from and against any
          and all suits, actions, losses, damages, claims, or liability of
          any character, type, or description, including all expenses of
          litigation and court cost which may arise as a result of the
          provisions contained in Section 5.2.1 supra.  The indemnity
          contained in this section shall survive the termination of this
          Agreement, for whatever reason.

  5.2.3   GTE agrees to notify ACI in writing within       working days, by
          registered or certified mail at                    of any claim made
          against GTE on the obligations indemnified against pursuant to this
          Section 5.

  5.2.4   It is understood and agreed that the indemnity provided for in this
          Section 5 is to be interpreted and enforced so as to provide
          indemnification of liability to GTE to the fullest extent now or
          hereafter permitted by law.

5.3  900-976 CALL BLOCKING.  GTE shall not unilaterally block 900-976 traffic in
     which GTE performs switching associated with resale or unbundled network
     elements.  GTE will block 900-976 traffic when requested to do so, in
     writing, by ACI.  ACI shall be responsible for all cost associated with the
     900-976 call blocking request.  GTE reserves the right to block any and all
     calls which may harm or damage its network.

5.4  MISCELLANEOUS.  GTE reserves the right to provide to any Information
     Service Provider a list of any and all Telecommunications Providers doing
     business with GTE.


                                     VIII-9

<PAGE>

6.   TELEPHONE RELAY SERVICE.  Local and intraLATA Telephone Relay Service
     ("TRS") enables deaf, hearing-impaired, or speech-impaired TRS users to
     reach other telephone users.  With respect to resold services, ACI's end
     users will have access to the state authorized TRS provider to the extent
     required by the Commission, including any applicable compensation
     surcharges.

7.   DIRECTORY ASSISTANCE (DA) AND OPERATOR SERVICES (OS).  Where ACI is
     providing local service with its own switch, upon ACI's request GTE will
     provide to ACI rebranded or unbranded directory assistance services and/or
     operator services pursuant to separate contracts to be negotiated in good
     faith between the Parties.  If ACI so requests directory assistance
     services and/or operator services, such contracts shall provide for the
     following:

7.1  DIRECTORY ASSISTANCE CALLS. GTE directory assistance centers shall provide
     number and addresses to ACI end users in the same manner that number and
     addresses are provided to GTE end users.  If information is provided by an
     automated response unit ("ARU"), such information shall be repeated twice
     in the same manner in which it is provided to GTE end users.  Where
     available, GTE will provide call completion to ACI end users in the same
     manner that call completion is provided to GTE end users.  GTE will provide
     its existing services to ACI end users consistent with the service provided
     to GTE end users.

7.2  OPERATOR SERVICES CALLS.  GTE operator services provided to ACI end users
     shall be provided in the same manner GTE operator services are provided to
     GTE end users.  In accordance with GTE practices and at GTE rates, GTE will
     offer to ACI end users collect, person-to-person, station-to-station
     calling, Third Party billing, emergency call assistance, calling card
     services, credit for calls, time and charges, notification of the length of
     call, and real time rating.  GTE operators shall also have the ability to
     quote ACI rates upon request but only if there is appropriate cost recovery
     to GTE and to the extent it can be provided within the technical
     limitations of GTE's switches.  GTE will provide its existing services to
     ACI end users consistent with the service GTE provides to its own end
     users.

8.   DIRECTORY ASSISTANCE LISTINGS INFORMATION.  GTE will include listings in
     its directory assistance database for ACI end users in the same geographic
     area as GTE provides directory assistance for GTE end users as specified in
     Article VI, Section ?.

8.1  GTE shall provide to ACI, at ACI's request, for purposes of ACI providing
     ACI-branded directory assistance services to its local customers, within
     sixty (60) Business Days after an order for such tape is received, all
     published DA listings for that specific state via magnetic tape.  Such
     listings will be Confidential Information under this Agreement and ACI will
     use the listings only for its directory assistance services to its end
     users.  If ACI uses a Third Party directory assistance service to its end
     users, ACI will ensure that such Third Party likewise


                                     VIII-10

<PAGE>

     treats the listings as Confidential Information under this Agreement, 
     and uses them only for such directory assistance.  Changes to the DA 
     Listing Information shall be updated on a daily basis through the same 
     means used to transmit the initial list.  DA Listing Information provided 
     shall indicate whether the customer is a residence or business customer.  
     The rate to be paid by ACI to GTE will be reasonable and mutually agreed.

8.2  The Parties will not release DA Listing Information that includes the other
     Party's end user information to Third Parties without the other Party's
     written approval.  The other Party will inform the Releasing Party if it
     desires to have the Releasing Party provide the other Party's DA Listing
     Information to the Third Party, in which case, the Releasing Party shall
     provide the other Party's DA Listing Information at the same time as the
     Releasing Party provides the Releasing Party's DA Listing Information to
     the Third Party.  The rate to be paid by the Releasing Party to the other
     Party shall be no more than the direct costs of compiling such 
     information. The other Party shall be responsible for billing the Third 
     Party.

8.3  The Parties will work together to identify and develop procedures for
     database error corrections.

9.   DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTION.  ACI will be required to
     negotiate a separate agreement for directory listings and directory
     distribution, except as set forth below, with GTE's directory publication
     company.

              LISTINGS.  ACI agrees to supply GTE on a regularly scheduled 
              basis, at no charge, and in a mutually agreed upon format (e.g. 
              Ordering and Billing Forum developed), all listing information 
              for ACI's subscribers who wish to be listed in any GTE published 
              directory for the relevant operating area.  Listing information 
              will consist of names, addresses (including city, state and zip 
              code) and telephone numbers.  Nothing in this Agreement shall 
              require GTE to publish a directory where it would not otherwise 
              do so.

              Listing inclusion in a given directory will be in accordance 
              with GTE's solely determined directory configuration, scope, 
              and schedules, and listings will be treated in the same manner 
              as GTE's listings.

              DISTRIBUTION.  Upon directory publication, GTE will arrange for 
              the initial distribution of the directory to service subscribers 
              in the directory coverage area at no charge.

              ACI will supply GTE in a timely manner with all required 
              subscriber mailing information including non-listed and 
              non-published subscriber mailing information, to enable GTE to 
              perform its distribution responsibilities.

                                     VIII-11

<PAGE>

10.  BUSY LINE VERIFICATION AND BUSY LINE VERIFICATION INTERRUPT.  Each Party
     shall establish procedures whereby its operator assistance bureau will
     coordinate with the operator assistance bureau of the other Party to
     provide Busy Line Verification ("BLV") and Busy Line Verification and
     Interrupt ("BLVI") services on calls between their respective end users. 
     Each Party shall route BLV and BLVI inquiries over separate inward operator
     services trunks.  Each Party's operator assistance bureau will only verify
     and/or interrupt the call and will not complete the call of the end user
     initiating the BLV or BLVI.  Each Party shall charge the other for the BLV
     and BLVI services at the rates contained in APPENDIX ?, or if there is no
     applicable rate listed in APPENDIX ?, at the rates in their respective
     tariffs.

11.  SAG.  GTE will provide to ACI upon request the Street Address Guide at a
     reasonable charge.  Two companion files will be provided with the SAG which
     lists all services and features at all LSOs, and lists services and
     features that are available in a specific LSO.

12.  DIALING FORMAT CHANGES.  GTE will provide reasonable notification to ACI of
     changes to local dialing format, I.E., 7 to 10 digit, by end office.
 
13.  OPERATIONAL SUPPORT SYSTEMS (OSS).  GTE shall provide OSS functions to ACI
     for ordering, provisioning and billing that are generally available as
     described in APPENDIX H attached to this Agreement and consistent with
     Commission and FCC decisions applicable to the Parties.



                                     VIII-12
<PAGE>

                                      ARTICLE IX
                                     COLLOCATION


1.   PHYSICAL COLLOCATION.  GTE shall provide to ACI physical collocation of
     equipment pursuant to 47 CFR Section 51.323 necessary for interconnection
     or for access to unbundled network elements.GTE will work with ACI to
     install physical collocation arrangements within 120 calendar days absent
     extenuating circumstances. GTE will provide such collocation for purposes
     of interconnection or access to unbundled network elements pursuant to the
     terms and conditions in the applicable federal and state EIS tariffs.

     If GTE demonstrates that physical collocation is not practical because of 
     technical reasons or space limitations, as provided in Section 251(c)(6) 
     of the Act, GTE will provide ACI an alternative arrangement as described 
     in 2. below, subject to the Parties good faith resolution of 
     implementation issues.

1.1  SPACE PLANNING.  In addition to such provisions for space planning and
     reservation as may be set forth in the applicable GTE federal and state EIS
     tariffs, the parties agree to the following terms and conditions.

  1.1.1   GTE has the right to reasonably reserve space within its central
          offices for its own use based on future plans. If GTE denies ACI's
          application for initial or growth collocation space based on
          reserving space for GTE's future needs, and ACI disagrees with
          GTE's denial for space, GTE agrees to demonstrate to the Commission
          proper justification for GTE's reservation of space. 

  1.1.2   GTE will notify ACI if it plans to build an addition to a central
          office where ACI has collocated facilities, if such addition would
          result in a material increase of space available for collocation.

  1.1.3   Should ACI submit to GTE a two-year forecast for space planning for
          collocated facilities in a central office, GTE will, in good faith,
          consider and discuss such forecast with ACI when considering space
          planning or utilization decisions for such central office;
          provided, however that any final space planning or utilization
          decision shall be made by GTE in its sole discretion in light of
          GTE requirements.

  1.1.4   Subject to technical feasibility and space limitations, GTE will
          make available at applicable federal and state EIS tariffs such
          intraoffice facilities as may be necessary to accommodate projected
          volumes of ACI traffic.


                                     IX-1

<PAGE>

1.2  CONNECTION TO CUSTOMER LOOPS AND PORTS.  Facilities for cross-connection to
     unbundled loops and ports shall be provided under the applicable GTE
     federal tariff for Special Access Cross Connect, until such time as a local
     tariff applicable to the facilities used for such cross-connection is
     filed.

1.3  CONNECTION TO OTHER COLLOCATED CARRIERS.  Subject to technical feasibility
     and space limitations, ACI may interconnect with other carriers collocated
     at a GTE central office at which ACI has collocated facilities; provided,
     however, that ACI and such other carriers must be collocated at the GTE
     central office for the primary purpose of interconnecting with GTE or
     accessing GTE's unbundled network elements.  If ACI wants to interconnect
     with other carriers collocated at a GTE central office, ACI must provide
     GTE with thirty Business Days' prior written notice, during which time GTE
     may elect to provide the facilities necessary to accomplish such
     interconnection.  ACI and the other collocated carriers may provide the
     necessary interconnection facilities only if GTE elects not to provide such
     facilities or fails to so elect within the thirty day notice period.  If
     GTE elects to provide interconnection facilities under this section, GTE
     will provide this cross connection under the GTE federal tariff for Special
     Access Cross Connect, until such time as a local tariff applicable to the
     facilities used for such interconnection facilities is filed.

1.4  CHOICE OF VENDOR.  ACI may use the vendor of its choice to install,
     maintain and repair equipment within ACI's collocated space. Access by the
     employees, agents or contractors of such vendor shall be subject to the
     same restrictions on access by employees, agents or contractors of ACI
     imposed under the applicable GTE federal and state EIS tariffs, including
     but not limited to certification and approval by GTE.

1.5  MONITORING.  Subject to technical feasibility and space limitations, ACI
     may extend its own facilities for remote monitoring of its collocated
     equipment to its collocated space.  ACI may request that GTE provide the
     facilities necessary for such remote monitoring, at which time GTE and ACI
     will negotiate in good faith the price, terms and conditions of remote
     monitoring by GTE.

1.6  PHONE SERVICE.  Upon ordering collocated space, ACI may order that its
     collocation cage be provided with plain old telephone service (POTS) and/or
     ISDN, if available,  commencing at such time as GTE has completed
     construction of the collocated space.  ACI shall pay separately for any
     ordered POTS or ISDN service.

1.7  INTRAOFFICE DIVERSITY.  At ACI's request, GTE will provide diversity for
     ingress/egress fiber and power cables where such diversity is available and
     subject to technical feasibility and space limitations.


                                     IX-2

<PAGE>

1.8  NOTIFICATION OF MODIFICATIONS.  GTE will notify ACI of modifications to
     collocation space in accord with the terms of applicable GTE state and
     federal EIS tariffs.  Additionally, GTE shall notify ACI when major
     upgrades are made to the power plants supporting ACI's collocation space. 
     The following shall constitute such major upgrades:

     (a) replacement of a rectifier;

     (b) addition or replacement of a new fusing module;

     (c) addition or replacement of a power distribution unit frame; or

     (d) addition or replacement of modular rectifiers.

1.9  DRAWINGS.  When ACI orders collocated space, GTE and ACI will hold a
     GTE/Customer meeting in accord with applicable GTE state and federal EIS
     tariffs.  At such meeting, GTE will provide such drawings of GTE's central
     office facility as may be necessary to adequately depict ACI's proposed
     collocation space.

1.10 CONSTRUCTION OF SPACE.  GTE, or a GTE approved contractor selected by ACI,
     will construct ACI's collocation space in accord with the terms and
     conditions set forth in the applicable GTE state and federal EIS tariff. 
     Additionally, GTE agrees to the following terms and conditions regarding
     construction of collocated space:

  1.10.1  Space will be constructed in 100 square foot increments, and shall
          be designed so as to prevent unauthorized access.

  1.10.2  A standard 100 square foot cage shall have the following standard
          features:

          (a) eight-foot high, nine gauge chain link panels;

          (b) three of the panels listed at (a) above shall measure eight by 
              ten feet, the fourth panel shall measure eight by seven feet;

          (c) the door to the cage shall measure eight by three feet and shall 
              also consist of nine gauge chain link;

          (d) the cage shall be provided with one padlock set, with GTE 
              retaining one master key;

          (e) one ac electrical outlet;

          (f) one charger circuit system;


                                     IX-3

<PAGE>

          (g) one electrical sub-panel;

          (h) such additional lighting as may be necessary;

          (i) one fire detection requirement evaluation;

          (j) grounding for the cage consistent with COEI.

  1.10.3  Modifications to the standard configuration set forth in Section
          1.10.2 can be made on an individual case basis.  If modifications
          are agreed upon and made by the Parties, GTE will work with ACI to
          implement such additional modifications as may be necessary to
          ensure that ACI's collocated space is protected from unauthorized
          access.

  1.10.4  At such time as construction of ACI's collocation space is
          approximately 50 percent completed, GTE will give ACI notification,
          and such notification shall include scheduled completion and
          turnover dates.

  1.10.5  Upon completion of construction of collocated space, GTE will
          conduct a walk through of the collocated space with ACI.  Should
          ACI note any deviations from the plan agreed upon by GTE and ACI at
          the customer meeting, and if such deviations were not requested by
          ACI or not required by law, GTE shall correct such deviations at
          its own expense within 5 Business Days.

1.11 CONNECTION EQUIPMENT.  ACI may provision equipment for the connection of
     ACI termination equipment to GTE equipment using either of the following
     methods:

  1.11.1  ACI may extend an electrical or optical cable from the terminal
          within ACI's collocation cage and terminate that cable at GTE's
          network.

  1.11.2  ACI may install a patch panel within its collocation cage and then
          hand the cabling to GTE to extend to and have GTE terminate that
          cable at GTE's network.

1.12 ACCESS TO ACI COLLOCATION SPACE.  The terms and conditions of access to
     CLEC's collocation space shall be as set forth in applicable GTE state and
     federal EIS tariffs. ACI shall have access to its collocated equipment on a
     twenty-four hour, seven-days-a-week basis subject to reasonable security
     and safety controls.  Additionally, GTE agrees that the following terms and
     conditions shall apply to access:

  1.12.1  GTE shall implement adequate measures to control access to
          collocation cages.


                                     IX-4

<PAGE>

  1.12.2  Collocation space shall comply with all applicable fire and safety
          codes.

  1.12.3  Doors with removable hinges or inadequate strength shall be
          monitored by an alarm connected to a manned site.  All other alarms
          monitoring ACI collocation space provided by GTE shall also be
          connected to a manned site.  ACI may, at its option, provide its
          own intrusion alarms for its collocated space.

  1.12.4  GTE shall control janitorial access to collocation cages, and
          restrict such access to approved and certified employees, agents or
          contractors. 

  1.12.5  GTE shall establish procedures for access to collocation cages by
          GTE and non-GTE emergency personnel, and shall not allow access by
          security guards unless such access comports with this section and
          is otherwise allowed under applicable GTE state and federal EIS
          tariffs.

  1.12.6  GTE shall retain a master key to ACI's collocation space for use
          only in event of emergency as detailed in applicable GTE state and
          federal tariffs.  At ACI's option, the Parties shall review key
          control procedures no more frequently than once in any twelve month
          period.  At any time, ACI may elect to change keys if it suspects
          key control has been lost, provided, however, that GTE will be
          provided with a master key in accord with this section.

  1.12.7  Not more frequently than once a year, ACI may audit the security
          and access procedures and equipment applicable to its collocated
          space and the central office housing the collocation space.  Access
          by personnel necessary to conduct such an audit shall be limited as
          set forth in applicable GTE state and federal EIS tariffs.  Should
          ACI identify deficiencies in security and access procedures and
          equipment as a result of such audit, the cost, terms and conditions
          of the correction of such deficiencies shall be negotiated in good
          faith between the parties.

1.14 COMMON COLLOCATION SPACE. Where sufficient space exists and upon request,
     GTE will provide for collocation on a shared or common space basis, with
     each collocator's area defined within the common space. Space for common
     collocation will be allocated within the same secured space as other forms
     of physical collocation; ie, caged collocation. Space will be made
     available in single frame bay increments and requests for multiple bay
     space will be provided n adjacent bays where possible. Space will be
     provided utilizing standard equipment bay configurations in which the
     collocator can place and maintain its


                                     IX-5

<PAGE>

     own equipment.  Access to the common collocation space will be on the 
     same terms as physical caged collocation in the same wire center.  Each 
     collocator shall be responsible for providing any additional security 
     measures to protect its equipment. The rates, terms, and conditions that 
     apply specifically to common collocation are TBD. To the extent not 
     inconsistent with these requirements, the remaining rates, terms, and 
     conditions for physical collocation shall apply to common collocation.

2.   ACCESS TO UNBUNDLED ELEMENTS. In order to provide the capability for ACI 
     to connect its facilities to GTE's unbundled elements at the wire center 
     where the elements are resident, the Parties agree to use the following 
     heirarchy of collocation options and alternatives to collocation:

2.1  If space is available, ACI will use physical (caged) collocation as
     described in Section 1. above.

2.2  If space is not available for physical collocation, ACI will use common 
     collocation as described in Section 1.14 above, provided that (1) common 
     collocation is either currently available or can be made available within
     120 days, and (2) sufficient space is available to meet ACI's reasonable 
     needs.

2.3  If space is not available for physical or common collocation, GTE will work
     with ACI to provide an alternate arrangement to access unbundled elements. 
     Such arrangements may include, but are not limited to, those described 
     below. GTE's ability to provide any specific arrangement or technology may 
     vary by location. Unless provided by GTE tariff, the technical 
     requirements and the rates, terms, and conditions of each arrangement 
     will be established on an individual case basis.

2.3.1     VIRTUAL COLLOCATION. Virtual collocation is provided pursuant to GTE
          Tariff.

2.3.2     CONNECTION TO AN INTERMEDIARY DISTRIBUTION FRAME. GTE will provide a 
          dedicated intermediary distribution frame (IDF) or dedicated space 
          on a shared IDF for ACI. ACI will be required to provide copper cable 
          facilities to connect the IDF to ACI's network. ACI will not have 
          access to GTE's building. ACI will hand off the building entrance 
          cable to GTE at the nearest man hole to GTE's building or another 
          mutually agreed upon location. GTE will pull the cable into GTE's 
          building and terminate it on the IDF. GTE will connect the IDF to 
          GTE's main distribution frame (MDF). Standard EIS cross connect 
          charges will apply to connect UNEs to the termination at the MDF.

2.3.3     CONNECTION TO THE MAIN DISTRIBUTION FRAME.  GTE will provide 
          dedicated copper cable facilities necessary to connect GTE's MDF 
          with ACI's network. GTE and ACI facilities will be connected at a 
          meet point in the nearest man hole to GTE's building or at another 
          mutually agreed upon location. GTE will


                                     IX-6

<PAGE>

          terminate the cable on the MDF. ACI will not have access to GTE's 
          building or GTE's cable other than at the meet point. Standard EIS 
          cross connect charges will apply to connect UNEs to the termination 
          at the MDF.


                                     IX-7

<PAGE>

                                      ARTICLE X
                  ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY


To the extent required by the Act, GTE and ACI shall each afford to the other
access to the poles, ducts, conduits and rights of way it owns or controls on
terms, conditions and prices comparable to those offered to any other entity
pursuant to each Parties tariffs and/or standard agreements.  Accordingly, if
either Party desires access to the other Party's poles, ducts, or rights of way,
GTE and ACI shall execute pole attachment and conduit occupancy agreements.



                                      X-1

<PAGE>

IN WITNESS WHEREOF, each Party has executed this Agreement to be effective as 
of the date first above written.

GTE                                      ACI



By    /s/ CONNIE NICHOLAS               By     /s/ ERIC H. GEIS
       ------------------------                ----------------------------

Name   Connie Nicholas                  Name   Eric H. Geis
       ------------------------                ----------------------------

Title  Assistant Vice President         Title  VP and GM
       Wholesale Markets-Interconnection       ----------------------------
       ------------------------                 

Date   December 1, 1998                  Date  November 13, 1998
       ------------------------           ----------------------------



<PAGE>

                                      APPENDIX A
                                    SERVICE MATRIX



Date
      -------------------------



 Service Location                                            Services          
  (identified by                  IP                 (identified by __________)
tandem serving area)    (identified by CLLI code)
------------------------------------------------------------------------------









                                      A-1
<PAGE>

                                      APPENDIX B
                     INTERCONNECTION, TELECOMMUNICATIONS SERVICES
                               AND FACILITIES AGREEMENT

                                       BETWEEN

                             GTE __________ INCORPORATED

                             ___________________________

                                 AMENDMENT NO. _____


THIS AMENDMENT (herein so called) is made effective as of ___________________,
199___, by and between GTE ________________________ Incorporated ("GTE") and
_______________________________ ("ACI").  GTE and ACI are sometimes referred to
herein collectively as the "PARTIES" and individually as a "PARTY."  Either GTE
or ACI may be referred to as "PROVIDER" or "CUSTOMER" as the context requires.

WHEREAS, Provider is providing to Customer and Customer is purchasing from
Provider those Services described in that certain Interconnection,
Telecommunications Services and Facilities Agreement for the State of
____________ by and between GTE and ACI dated effective as of _______________,
199___ (the "AGREEMENT"); and

WHEREAS, the Parties desire to amend the Agreement as provided in this
Amendment.

NOW, THEREFORE, in consideration of the terms and conditions contained in this
Amendment, the Parties agree as follows:

1.   

2.     ADDITIONAL SERVICES [IF APPLICABLE]

2.1    Provider agrees to provide to Customer and Customer agrees to purchase 
       from Provider the following services under the terms and conditions 
       set forth in the Agreement and within the service attachment listed 
       below and attached to this Amendment:

       Service Attachment _____ - ________________________

2.2    As of the effective date of this Amendment, and continuing through the 
       remaining term of the Agreement, __________________ is made a part of 
       the Services provided under the Agreement and Service Attachment _____ 
       shall be deemed to be a Service Attachment to the Agreement.

                                     B-1
<PAGE>

2.3    As of the effective date of this Amendment, and continuing through the 
       remaining term of the Agreement, APPENDIX A, Service Matrix, to the 
       Agreement is hereby deleted and APPENDIX A, Service Matrix, to this 
       Amendment is hereby inserted in lieu thereof to reflect the additional 
       Services and related Service Locations.

3.     SERVICE LOCATIONS [IF APPLICABLE]

3.1    Provider agrees to provide to Customer and Customer agrees to purchase 
       from Provider the following Services in the following locations:


       Service Location                 IP                      Services
   (identified by tandem      (identified by CLLI       (identified by Service
       serving area)                 code)                Attachment Number)
   ---------------------------------------------------------------------------




3.2    As of the effective date of this Amendment, the locations set forth in 
       Section 3.1 above shall be deemed Service Locations under the 
       Agreement.

3.3    As of the effective date of this Amendment, and continuing through the 
       remaining term of the Agreement, APPENDIX A, Service Matrix, to the 
       Agreement is hereby deleted and APPENDIX A, Service Matrix, to this 
       Amendment is hereby inserted in lieu thereof to reflect additional 
       Service Locations.

4.     INTERPRETATION

       All capitalized terms used but not defined herein shall have the 
       meanings ascribed to such terms in the Agreement.

5.     EFFECT

       Except as modified herein, the Agreement shall remain in full force 
       and effect.

6.     AUTHORITY

       Each person whose signature appears below represents and warrants that 
       he or she has the authority to bind the Party on whose behalf he or 
       she has executed this Amendment.


                                     B-2
<PAGE>

7.     MULTIPLE COUNTERPARTS

       This Amendment may be executed in multiple counterparts, each of which 
       shall be deemed an original, and all of which shall constitute but one 
       and the same instrument.

8.     NO OFFER

       Submission of this Amendment for examination or signature does not 
       constitute an offer by Provider for the provision of the products or 
       services described herein.  This Amendment will be effective only upon 
       execution by both Provider and Customer.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date or
dates written below effective as of the date first above written.

GTE __________ INCORPORATED            
                                       ----------------------------------------


By                                     By                                     
    ------------------------------         ------------------------------------

Name                                   Name                                   
    ------------------------------         ------------------------------------

Title                                  Title                                  
    ------------------------------         ------------------------------------

Date                                   Date                                    
    ------------------------------         ------------------------------------





                                     B-3
<PAGE>

                                      APPENDIX C
                                RATES AND CHARGES FOR
                         TRANSPORT AND TERMINATION OF TRAFFIC


GENERAL.  The rates contained in this APPENDIX C are the rates as defined in
Article V and are subject to change resulting from future Commission or other
proceedings, including but not limited to any generic proceeding to determine
GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated
reserve deficiency, or similar unrecovered GTE costs (including GTE's interim
Universal Service Support Surcharge)), the establishment of a competitively
neutral universal service system, or any appeal or other litigation.


Each Party  will bill the other Party as appropriate:

       A.     The Local Interconnection rate element that applies to Local 
              Traffic on a minute of use basis that each Party  switches for 
              termination purposes at its wire centers.  The local 
              interconnection rate is $0.0053123.

       B.     The Tandem Switching rate element that applies to tandem routed 
              Local Traffic on a minute of use basis.  The tandem switching 
              rate is $0.0013054.

       C.     The Common Transport Facility rate element that applies to 
              tandem routed Local Traffic on a per minute/per mile basis.  
              The Common Transport Facility rate is $0.0000029.

       D.     The Common Transport Terminal element that applies to tandem 
              routed Local Traffic on a per minute/per termination basis.  
              The Common Transport Termination rate is $0.0001670.

       E.     The Tandem Transiting Charge is comprised of the following rate 
              elements:

<TABLE>
              <S>                                                     <C>
              Tandem Switching:                                       =    $0.0013054

              Tandem Transport (10 mile average): 10 x $0.0000029     =    $0.0000290

              Transport Termination (2 Terminations): 2 x $0.0001670  =    $0.0003340

                   Transiting Charge:                                 =    $0.0016684
</TABLE>





                                     C-1

<PAGE>

                                      APPENDIX D
RATES AND CHARGES FOR INTERIM NUMBER PORTABILITY USING RCF


GENERAL.  GTE provides interim number portability using remote call forwarding
technology in it's tariff Cal. P.U.C. No. K-4. ACI agrees to use the same terms,
conditions, and charges when providing interim number portability using remote
call forwarding technology to GTE.

In addition, as defined in Article V, Section 3.2.3, the Party providing the
ported number will pay the other Party the rate per line per month for each
ported business line and the rate per line per month for each ported residential
line for the sharing of Access Charges on calls to ported numbers.

     Business Rate Per Line Per Month:           $4.00

     Residential Rate Per Line Per Month:        $2.50


                                      D-1

<PAGE>

                                   APPENDIX E

                            (Reserved For Future Use)













                                      E-1

<PAGE>

                                     APPENDIX F
                           PRICES FOR UNBUNDLED ELEMENTS
                                          
                                          
GENERAL.  The rates contained in this APPENDIX F are the rates as defined in
Article VII, VII and are subject to change resulting from future Commission or
other proceedings, including but not limited to any generic proceeding to
determine GTE's unrecovered costs (e.g., historic costs, contribution,
undepreciated reserve deficiency, or similar unrecovered GTE costs (including
GTE's interim Universal Service Support Surcharge)), the establishment of a
competitively neutral universal service system, or any appeal or other
litigation.

GTE will offer unbundled loops and ports under the following conditions:

GTE assesses a separate interim universal service fund surcharge for loops and
ports to provide continued universal service support that is implicit in GTE's
current retail services prices; and to respect the careful distinctions Congress
has drawn between access to UNEs, on the one hand, and the purchase at wholesale
rates of GTE services on the other.  This surcharge is being addressed (or will
be addressed) by the Commission or a court of competent jurisdiction.  The
parties agree that GTE will offer the port and loop UNEs at the rates set forth
below in Appendix F without the interim surcharge, but subject to the following
terms and conditions:

     A.  ACI agrees that within thirty (30) days after the effective date
         of a Commission or court order affirming GTE's interim surcharge,
         ACI will (i) begin paying the monthly interim surcharge in accord
         with Appendix F, and (ii) to the extent required by the terms of
         a Commission or court order relating to the interim surcharge,
         ACI will make a lump sum payment to GTE of the total interim
         surcharges retroactive to the effective date of this Agreement.
    
     B.  Notwithstanding any provision in this Agreement, GTE may, at its
         sole discretion and at any time, seek injunctive or other relief
         (i) requiring ACI to pay GTE's interim surcharge or (ii)
         requiring the Commission to immediately impose the interim
         surcharge.
    
     C.  Nothing in this Agreement shall restrict or impair GTE from
         seeking injunctive relief or any other remedy at any time and in
         any court regarding GTE's interim surcharge or the Commission's
         rejection or modification of GTE's interim surcharge.


                                      F-2

<PAGE>

                             MONTHLY RECURRING CHARGES

<TABLE>
<S>                                                <C>
LOCAL LOOPS
        2 Wire Analog Voice Grade Loop              $    30.00
        4 Wire Analog Voice Grade Loop              $    48.00
        2 Wire Digital Loop                         $    30.00
        4 Wire Digital Loop                         $    48.00
        DS-1 Loop                                   $      TBD
        DS-3  Loop                                  $      TBD
        Mid-Span Repeater                           $      TBD

NETWORK INTERFACE DEVICE
        Basic NID                                   $     2.80
        12 x NID                                    $     3.00

LOCAL SWITCHING (must purchase port)
       Ports
          2 Wire Analog Line Port                   $     6.70
          2 Wire ISDN Digital Line Port             $      TBD
          DS-1 Digital Trunk Port                   $   129.90
          4 Wire ISDN Digital DS-1 Port             $      TBD

     Local Switching, average per MOU               $0.0053123

     Shared Transport
          Transport Termination MOU/Term            $0.0001670
          Transport Facility MOU/Mile               $0.0000029
          Tandem Switching MOU                      $0.0013054

VERTICAL FEATURES                                  See Attached

DEDICATED TRANSPORT
      CLEC Dedicated Transport
          2 Wire Voice                              $    30.00
          4 Wire Voice                              $    48.00
          DS1 Standard 1st System                   $   240.00
          DS1 Standard Add'l System                 $   130.00
          DS3 Protected, Electrical                 $ 1,194.94
          DS1 to Voice Multiplexing                 $   262.85
          DS3 to Voice Multiplexing                 $   373.55

      Interoffice Dedicated Transport
          Voice Facility Per ALM                    $     5.00
          DS1 Facility Per ALM                      $     5.00 
          DS1 Per Termination                       $    37.97
          DS3 Facility Per ALM                      $    30.00
          DS3 Per Termination                       $   344.54
                                                   
UNIVERSAL SERVICE SUPPORT (USF) SURCHARGE           
          Per Loop                                  $      TBD
          Per Port                                  $      TBD

EIS CROSS CONNECTION
          DS0 Level Connection                         Tariff
          DS1 Level Connection                         Tariff

</TABLE>
                                      F-3

<PAGE>

                              NON-RECURRING CHARGES

<TABLE>
<S>                                                     <C>
SERVICE ORDERING (loop or port)
          Initial Service Order, per order                $    47.25
          Transfer of Services Charge, per order          $    16.00
          Subsequent Service Order, per order             $    24.00
          Customer Service Record Research, per request   $     5.25
     
INSTALLATION
          Unbundled Loop, per loop                        $    14.25
          Unbundled Port, per port                        $    14.25

LOOP FACILITY CHARGE, per order                           $    79.75
          This charge will apply when field work is required 
          for establishment of new unbundled loop service.


</TABLE>


                                      F-4
<PAGE>

                                    ATTACHMENT 1
                       CALIFORNIA UNBUNDLED VERTICAL FEATURES

<TABLE>
<CAPTION>
                                                               (Subject to  
                 VERTICAL FEATURES                             Availability)
                 -----------------                             -------------
<S>                                          <C>                  <C>
Three Way Calling                             $/line/month         $1.13
Call Forwarding Variable                      $/line/month         $1.23
Cust. Changeable Speed Calling 1-Digit        $/line/month         $0.90
Cust. Changeable Speed Calling 2-Digit        $/line/month         $0.92
Call Waiting                                  $/line/month         $0.73
Cancel Call Waiting                           $/line/month         $0.25
Automatic Callback                            $/line/month         $0.41
Automatic Recall                              $/line/month         $0.32
Calling Number Delivery                       $/line/month         $4.01
Calling Number Delivery Blocking              $/line/month         $0.62
Distinctive Ringing / Call Waiting            $/line/month         $1.96
Customer Originated Trace                     $/line/month         $0.47
Selective Call Rejection                      $/line/month         $2.53
Selective Call Forwarding                     $/line/month         $2.94
Selective Call Acceptance                     $/line/month         $7.43
Call Forwarding Variable CTX                  $/line/month         $0.92
Call Forwarding Incoming Only                 $/line/month         $0.26
Call Forwarding Within Group Only             $/line/month         $0.25
Call Forwarding Busy Line                     $/line/month         $0.26
Call Forwarding Don't Answer All Calls        $/line/month         $0.48
Remote Call Forward                           $/line/month         $1.11
Call Waiting Originating                      $/line/month         $0.33
Call Waiting Terminating                      $/line/month         $0.71
Cancel Call Waiting CTX                       $/line/month         $0.25
Three Way Calling CTX                         $/line/month         $1.38
Call Transfer Individual All Calls            $/line/month         $0.31
Add-on Consultation Hold Incoming Only        $/line/month         $0.25
Speed Calling Individual 1-Digit              $/line/month         $0.63
Speed Calling Individual 2-Digit              $/line/month         $0.64
Direct Connect                                $/line/month         $0.42
Distinctive Alerting/Call Waiting Indicator   $/line/month         $1.46
Call Hold                                     $/line/month         $0.59

</TABLE>
                                      F-5

<PAGE>

<TABLE>
<CAPTION>
                                                               (Subject to  
                 VERTICAL FEATURES                             Availability)
                 -----------------                             -------------
<S>                                          <C>                  <C>
Semi-Restricted (Orig/Term)                   $/line/month         $ 1.85
Fully-Restricted (Orig/Term)                  $/line/month         $ 1.85
Toll Restricted Service                       $/line/month         $ 0.26
Call Pick-up                                  $/line/month         $ 0.34
Directed Call Pick-up w/Barge-In              $/line/month         $ 0.40
Directed Call Pick-up w/o Barge-In            $/line/month         $ 0.39
Special Intercept Announcements               $/line/month         $ 8.49
Conference Calling -- 6-Way Station Cont.     $/line/month         $ 4.24
Station Message Detail Recording              $/line/month         $ 1.61
Station Message Detail Recording to Premises  $/line/month         $ 3.12
Fixed Night Service -- Key                    $/line/month         $ 3.05
Attendant Camp-on (Non-DI Console)            $/line/month         $ 1.36
Attendant Busy Line Verification              $/line/month         $ 4.45
Control of Facilities                         $/line/month         $ 0.25
Fixed Night Service -- Call Forwarding        $/line/month         $ 0.32
Attendant Conference                          $/line/month         $12.88
Circular Hunting                              $/line/month         $ 2.95
Preferential Multiline Hunting                $/line/month         $ 0.45
Uniform Call Distribution                     $/line/month         $ 3.42
Stop Hunt Key                                 $/line/month         $ 0.25
Make Busy Key                                 $/line/month         $ 0.60
Queuing                                       $/line/month         $ 1.10
Automatic Route Selection                     $/line/month         $ 0.35
Facility Restriction Level                    $/line/month         $ 0.25
Expansive Route Warning Tone                  $/line/month         $ 0.25
Time-of-Day Routing Control                   $/line/month         $ 0.31
Foreign Exchange Facilities                   $/line/month         $13.40
Anonymous Call Rejection                      $/line/month         $ 5.31
Basic Business Group Sta-Sta ICM              $/line/month         $10.23
Basic Business Group CTX                      $/line/month         $ 1.76
Basic Business Group DOD                      $/line/month         $ 0.71
Basic Business Auto ID Outward Dialing        $/line/month         $ 0.25

</TABLE>
                                      F-6

<PAGE>

<TABLE>
<CAPTION>
                                                               (Subject to  
                 VERTICAL FEATURES                             Availability)
                 -----------------                             -------------

<S>                                          <C>                  <C>
Basic Business Group DID                      $/line/month         $ 0.25
Business Set Group Intercom All Calls         $/line/month         $ 7.55
Dial Call Waiting                             $/line/month         $ 0.57
Loudspeaker Paging                            $/line/month         $12.38
Recorded Telephone Dictation                  $/line/month         $13.28
On-Hook Queuing for Outgoing Trunks           $/line/month         $ 4.46
Off-Hook Queuing for Outgoing Trunks          $/line/month         $ 1.54
Teen Service                                  $/line/month         $ 0.82
Bg -- Automatic Call Back                     $/line/month         $ 0.83
Voice/Data Protection                         $/line/month         $ 0.25
Authorization Codes for Afr                   $/line/month         $ 0.36
Account Codes for Afr                         $/line/month         $ 0.59
Code Restriction Diversion                    $/line/month         $ 0.37
Code Calling                                  $/line/month         $14.60
Meet-Me Conference                            $/line/month         $ 5.93
Call Park                                     $/line/month         $ 0.25
Executive Busy Override                       $/line/month         $ 0.25
Last Number Redial                            $/line/month         $ 0.50
Direct Inward System Access                   $/line/month         $ 0.25
Authorization Code Immediate Dialing          $/line/month         $ 0.25
Bg -- Speed Calling Shared                    $/line/month         $ 0.25
Attendant Recall from Satellite               $/line/month         $ 0.25
Bg -- Speed Calling 2-Shared                  $/line/month         $ 0.25
Business Set -- Call Pick-up                  $/line/month         $ 0.25
Authorization Code for Mdr                    $/line/month         $ 0.25
Locked Loop Operation                         $/line/month         $ 0.25
Attendant Position Busy                       $/line/month         $ 0.25
Two-Way Splitting                             $/line/month         $ 0.84
Call Forwarding -- All (Fixed)                $/line/month         $ 1.75
Business Group Call Waiting                   $/line/month         $ 0.25
Music on Hold                                 $/line/month         $ 6.41
Automatic Alternate Routing                   $/line/month         $ 4.95

</TABLE>
                                      F-7

<PAGE>
<TABLE>
<CAPTION>
                                                               (Subject to  
                 VERTICAL FEATURES                             Availability)
                 -----------------                             -------------

<S>                                          <C>                  <C>
DTMF Dialing                                  $/line/month         $ 0.25
BG DTMF Dialing                               $/line/month         $ 0.25
Business Set Access to Paging                 $/line/month         $ 3.97
Call Flip-Flop (Ctx-A)                        $/line/month         $ 3.52
Selective Calling Waiting (Class)             $/line/month         $ 2.80
Direct Inward Dialing                         $/line/month         $11.85
Customer Dialed Account Recording             $/line/month         $ 3.37
Deluxe Automatic Route Selection              $/line/month         $ 0.68
MDC Attendant Console                         $/line/month         $63.74
Warm Line                                     $/line/month         $ 0.25
Calling Name Delivery                         $/line/month         $ 0.25

</TABLE>
                                      F-8

<PAGE>

                                   APPENDIX G
                  RATES AND CHARGES FOR 911/E911 ARRANGEMENTS


The following services are offered by GTE for purchase by ACI, where an
individual item is not superseded by a tariffed offering.

<TABLE>
<CAPTION>
                                                                  NRC         MRC
                                                                  ---         ---
<S>                                                             <C>          <C>
1.  9-1-1 Selective Router Map                                  $125.00        n/a
    Provided is a color map showing a selective
    router's location and the GTE central offices that
    send their 9-1-1 call to it.  The selective router
    and central office information will include CLLI
    codes and NPA/NXXs served.  The map will include
    boundaries of each central office and show major
    streets and the county boundary.  Permission to
    reproduce within ACI for its internal use is
    granted without further fee.  Non-tariffed price.

2.  9-1-1 Selective Router Pro-Rata Fee/trunk                     $0         $100.77
    This fee covers the cost of selective routing
    switch capacity per trunk to cover investment to
    handle the additional capacity without going to the
    9-1-1 districts for additional funding.

3.  PS ALI Software                                             $790.80
    A personal computer software program running on
    Windows 3.1-TM- for formatting subscriber records
    into NENA Verison #2 format to create files for
    uploading to GTE's ALI Gateway.  Fee includes
    software, warranty and 1 800 872-3356 support at no
    additional cost.

4.  ALI Gateway Service                                         $135.00      $36.12
    Interface for delivery of ALI records to GTE's Data
    Base Management System.  This provides a computer
    access port for ACI to transmit daily subscriber
    record updates to GTE for loading into ALI
    databases.  It includes support at 1 800 872-3356
    at no additional cost.

5.  9-1-1 Interoffice Trunk                                     Tariff       Tariff
    This is a tariffed offering, to be found in each
    state's Emergency Number Service Tariff.


                                     G-1
<PAGE>

<CAPTION>
                                                                 NRC          MRC
                                                                 ---          ---
<S>                                                             <C>          <C>
6.  ALI Database                                                Tariff       Tariff
    This is a tariffed offering, to be found in each
    state's Emergency Number Service Tariff.

7.  Selective Router Database per Record Charge                 Tariff       Tariff
    Fee for each ALI record used in a GTE selective
    router.  This is a tariffed offering, to be found
    in each state's Emergency Number Service Tariff.

8.  MSAG Copy
    Production of one copy of a 9-1-1 Customer's Master
    Street Address Guide, postage paid.
    a.  Copy provided in paper format                           $238.50      $54.00
    b.  Copy provided in flat ASCII file on a 3 1/2" diskette   $276.00      $36.00
</TABLE>

<PAGE>

                                      APPENDIX H
               SERVICE ORDERING, PROVISIONING, BILLING AND MAINTENANCE


1.     SERVICE ORDERING, SERVICE PROVISIONING, AND BILLING SYSTEMS GENERALLY. 
       The following describes generally the operations support systems that 
       GTE will use and the related functions that are available for 
       ordering, provisioning and billing for resold services, 
       interconnection facilities and services and unbundled network 
       elements.  Except as specifically provided otherwise in this 
       Agreement, service ordering, provisioning, billing and maintenance 
       shall be governed by the GTE Guide.  Before orders can be taken, ACI 
       will provide GTE with its Operating Company Number ("OCN") and Company 
       Code ("CC") as follows:

       (a)  ACI must provide their OCN (four-digit alpha-numeric assigned by
            Bellcore or number administrator) on the CLEC Profile. The GTE
            Guide provides the necessary information for ACI to contact
            Bellcore to obtain the OCN.  There are no optional fields on the
            Profile.

       (b)  Before the Local Service Request ("LSR") and Directory Service
            Request ("DSR") order forms can be processed ACI must provide the
            OCN and Customer Carrier Name Abbreviation ("CCNA").

1.1    OPERATIONS SUPPORT SYSTEMS FOR TRUNK-SIDE INTERCONNECTION

       1.1.1     ACI will be able to order trunk-side interconnection 
                 services and facilities from GTE through a direct electronic 
                 interface over the GTE Network Data Mover ("NDM") in a 
                 nondiscriminatory manner. Orders for trunk-side 
                 interconnection will be initiated by an Access Service 
                 Request ("ASR") sent electronically by ACI over the NDM.  
                 ASRs for trunk-side interconnection will be entered 
                 electronically into GTE's  Carrier Access Management System 
                 ("CAMS") to validate the request, identify any errors, and 
                 resolve any errors back to ACI.  CAMS is a family of GTE 
                 systems comprised primarily of EXACT/TUF, SOG/SOP, and CABS.

       1.1.2     The use of CAMS to support ACI's requests for trunk-side 
                 interconnection will operate in the following manner:  GTE 
                 will route the ASR through its data center to one of two 
                 National Access Ordering Centers ("NACC").  The ASR will be 
                 entered electronically into the EXACT/TUF system for 
                 validation and correction of errors.  Errors will be 
                 referred back to ACI.  ACI then will correct any errors that 
                 GTE has identified and resubmit the request to GTE 
                 electronically through a supplemental ASR, without penalty 
                 or charge (e.g., order modification charge) to ACI.  
                 Similarly, errors committed by GTE subsequent to the receipt 
                 of a valid ASR from 


                                     H-1
<PAGE>

                 ACI will be expeditiously identified and corrected by GTE 
                 without the need for ACI's submission of a supplemental ASR. 
                 GTE then will translate the ASR into a service order for 
                 provisioning and billing.  In order to convert the ASR into 
                 a service order, GTE personnel must apply the  necessary 
                 elements to provision the service and include the billable 
                 elements necessary for GTE to bill ACI for the services 
                 provided. This application also requires a determination of 
                 the access tandem to end office relationships with the 
                 service requested. 

       1.1.3     At the next system level, translated service orders will be 
                 distributed electronically through the SOG/SOP systems to 
                 several destinations.  The SOG/SOP system will begin the 
                 actual provisioning of the service for ACI.  Other GTE 
                 provisioning systems are CNAS and ACES.  The GTE Database 
                 Administrative Group ("DBA") and the Special Services 
                 Control Center ("SSCC") will be the two most important 
                 destinations at this level.  The DBA location will identify 
                 codes for the appropriate GTE switch in order to provide the 
                 functions required by the ASR.  The SSCC will provide the 
                 engineering for the facilities over which the services will 
                 be handled.  Information from these two groups (and others) 
                 then will be transmitted electronically to GTE's field 
                 service personnel (Customer Zone Technicians or "CZTs") who 
                 will establish the trunks and facilities, thus connecting 
                 the GTE facilities to a connecting company, if one is 
                 required, and to ACI.  GTE's CZTs also will contact ACI 
                 directly to perform testing, and upon acceptance by ACI, 
                 will make the necessary entries into the GTE system to 
                 complete the order.  The completed orders then will pass to 
                 GTE's Carrier Access Billing System ("CABS") which will 
                 generate the bill to ACI.  The billing process under CABS 
                 requires coordination with several other systems.

       1.1.4     Billing for transport and termination services cannot be 
                 accomplished without call records from GTE's central office 
                 switches.  Records of usage will be generated at GTE's end 
                 office switches or the access tandems.  Call usage records 
                 will be transmitted electronically  from GTE's switches 
                 through GTE's Billing Intermediate Processor ("BIP").  This 
                 system will collect the call records, perform limited 
                 manipulations to the record and transfer them to a 
                 centralized data center where they will be processed through 
                 the Universal Measurement System ("UMS") to determine the 
                 validity and accuracy of the records.  UMS also will sort 
                 the records and send them to the CABS billing system, from 
                 which GTE will produce a bill and send it to ACI.  


                                     H-2
<PAGE>

1.2    OPERATIONS SUPPORT SYSTEMS FOR RESOLD SERVICES AND UNBUNDLED ELEMENTS

       1.2.1     ACI will also be able to order services for resale and 
                 unbundled network elements, as well as interim number 
                 portability, directly from GTE through an electronic 
                 interface.  To initiate an order for these services or 
                 elements,  ACI will submit a Local Service Request ("LSR") 
                 from its data center to GTE's Data Center using the same 
                 electronic NDM interface used for trunk-side 
                 interconnection.  If no NDM interface exists or if ACI 
                 chooses to establish a separate NDM interface, ACI must 
                 request an NDM facility.  For new entrants that elect not to 
                 interface electronically, GTE will accommodate submission of 
                 LSR orders by facsimile, E-mail, Internet or a dial NDM 
                 arrangement.  An LSR is very similar to an ASR, except that 
                 it will be used exclusively for line-side interconnection 
                 requests.  GTE will transfer LSRs to GTE's NOMC centralized 
                 service order processing center electronically.   

       1.2.2     Most LSRs will be used either to transfer an existing GTE 
                 customer to ACI or to request service for a new customer who 
                 is not an existing GTE customer.  Depending on the 
                 situation, different information will be required on the 
                 LSR.  LSRs for a conversion of a GTE local customer to ACI 
                 must include information relating to all existing, new and 
                 disconnected services for that customer, including the 
                 customer's name, type of service desired, location of 
                 service and features or options the customer desires.  ACI 
                 will be able to obtain this customer information after GTE 
                 has received the customer's written consent as specified in 
                 Article VI.?.  For service to a new customer who is not an 
                 existing GTE customer, the LSR must contain the customer's 
                 name, service address, service type, services, options, 
                 features and ALEC data.  If known, the LSR should include 
                 the telephone number and due date/desired due date.

       1.2.3     While ACI would have its own customer information and may 
                 have the SAG/GTE products on tape from GTE, ACI would not 
                 have the due date or new telephone number for new customers 
                 since that information is contained in GTE's systems.  
                 Therefore, a process is required to provide this information 
                 to ACI. GTE itself does not have uniform access to this 
                 information electronically. Until GTE and ACI have agreed 
                 and established electronic interfaces, ACI agrees that an 
                 800 number is the method that will be used.  The 800 
                 telephone number will connect ACI directly to GTE's NOMC 
                 service representatives.  When ACI receives a request for 
                 basic services from a new local service customer, ACI will 
                 call GTE's NOMC through the 800 number, and, while the new 
                 customer is on 


                                     H-3
<PAGE>

                 hold, GTE will provide the due date for service and the new 
                 telephone number for that customer.  At the same time, ACI 
                 will give GTE the new customer's name, service address and 
                 type of requested service (i.e., R1, B1).  GTE will enter 
                 that information into its SORCES or SOLAR service ordering 
                 systems to be held in suspense until ACI sends the 
                 confirming LSR.  ACI will then return to its customer 
                 holding on the line and provide the due date and new 
                 telephone number.

       1.2.4     After concluding the telephone call with the new customer, 
                 ACI will complete a confirming LSR for the new service and 
                 send it electronically to GTE's data center for processing.  
                 Upon receipt, GTE will match the LSR with the service order 
                 suspended in GTE's system, and if there is a match, GTE will 
                 process the LSR.  After the LSR is processed, GTE will 
                 transmit confirmation electronically to ACI through the NDM 
                 that the LSR has been processed, providing a record of the 
                 telephone number and due date.  ACI will be required to 
                 submit the confirming LSR by 12:00 p.m. each day local time, 
                 as defined by the location of the service address.  If ACI 
                 fails to submit the LSR in a timely manner, the suspended 
                 LSR will be considered in jeopardy, at which time GTE will 
                 assign a new due date upon receipt of the delayed LSR for 
                 such customer requests and notify ACI of the change.

       1.2.5     Number assignments and due date schedules for services other 
                 than single line service and hunt groups up to 12 lines will 
                 be assigned within approximately twenty-four (24) hours 
                 after GTE's receipt of the LSR using the standard Local 
                 Service Confirmation ("LSC") report sent electronically to 
                 ACI over the NDM, thereby providing a record of the newly 
                 established due date.  An exception would be a multi-line 
                 hunt group for 12 lines or fewer. The other numbers then 
                 will be provided through the normal electronic confirmation 
                 process.

       1.2.6     The processing of specifically requested telephone numbers 
                 (called "vanity numbers") is as follows.  GTE will work with 
                 ACI on a real time interface to process vanity numbers while 
                 ACI's customer is still on the line.  If a number solution 
                 can be established expeditiously, it will be done while the 
                 customer is still on the line.  If extensive time will be 
                 required to find a solution, GTE service representatives 
                 will work with ACI representatives off line as GTE would for 
                 its own customers.  For all of this, the basic tariff 
                 guidelines for providing telephone numbers will be followed.


                                     H-4
<PAGE>

       1.2.7     Once the order for line-side interconnection service is 
                 established, it is moved for provisioning to the next system 
                 level.  Here, GTE will validate and process the LSR to 
                 establish an account for ACI and, if GTE continues to 
                 provide some residual services to the customer, GTE will 
                 maintain a GTE account. In GTE's system, GTE's account is 
                 called the Residual Account and ACI's account is referred to 
                 as the ACI Account.  If any engineering for the service is 
                 necessary, the account would be distributed to the SSCC.  
                 Otherwise, it will be distributed for facility assignment.  

       1.2.8     With the account established and any engineering and 
                 facility assignment complete, GTE then will transmit 
                 electronically a record to GTE's CZT field personnel if 
                 physical interconnection or similar activity is required.  
                 The CZTs will provision the service and then electronically 
                 confirm such provision in the SOLAR/SORCES system when 
                 completed.  The accounts then will be transmitted to GTE's  
                 Customer Billing Services System ("CBSS"). GTE shall provide 
                 to ACI a service completion report.  Call records for actual 
                 service provided to ACI's customers on GTE facilities will 
                 be transmitted from GTE's switches through some usage rating 
                 systems (BIP, UMS), screened and eventually delivered to 
                 CBSS for the generation of bills. 

       1.2.9     CBSS is a different system than CABS, and it is the one that 
                 GTE will utilize to produce the required bills for resold 
                 services, unbundled elements and local number portability.  
                 CBSS will create a bill to ACI for resold services and 
                 unbundled elements along with a summary bill master.  Daily 
                 unrated records for intraLATA toll usage and local usage 
                 (incollect usage data will be provided on rated basis) on 
                 ACI's accounts  will be generated and transmitted 
                 electronically to ACI.

       1.2.10    On resold accounts, GTE will provide usage in EMR format per 
                 existing file exchange schedules.  The usage billing will be 
                 in agreed upon level of detail for ACI to issue a bill to 
                 its end users.

       1.2.11    GTE will provide ACI with detailed monthly billing 
                 information in a paper format until an agreed upon 
                 Electronic Data Interchange 811 electronic bill format is 
                 operational.

       1.2.12    State or sub-state level billing will include up to ten (10) 
                 summary bill accounts. 

       1.2.13    GTE accepts ACI's control reports and agrees to utilize 
                 industry standard return codes for unbillable messages.  
                 Transmission will 


                                     H-5
<PAGE>

                 occur via the NDM. Tape data will conform to Attachment "A" 
                 of the LRDTR.  Data will be delivered Monday through Friday 
                 except for Holidays as agreed.  Data packages will be 
                 tracked by invoice sequencing criteria.  GTE contacts will 
                 be provided for sending/receiving usage files.

       1.2.14    GTE will retain data backup for 45 Business Days.  To the 
                 extent this retention is exclusively for ACI, ACI shall 
                 reimburse GTE for all expenses related to this retention.

       1.2.15    In addition to the LSR delivery process, ACI will distribute 
                 directory assistance and  directory listing information 
                 (together sometimes referred to hereafter as "DA/DL 
                 information") to GTE via the LSR ordering process over the 
                 NDM.  GTE will provide listings service via its "listing 
                 continuity" offering.

       1.2.16    Charges and credits for PIC changes ordered via an LSR will 
                 appear on the wholesale bill.  As ACI places a request for a 
                 PIC change via LSR, the billing will be made on ACI account 
                 associated with each individual end user.  GTE will process 
                 all PIC changes from IXCs that are received for ACI end 
                 users by rejecting back to the IXC with the ACI OCN.  Detail 
                 is provided so that ACI can identify the specific charges 
                 for rebilling to their end user.

       1.2.17    CMDS.  The parties will provide for the distribution of 
                 intraLATA CMDS incollect messages and/or selected local 
                 measured service messages as follows:

                 1.2.17.1    MESSAGES TO BE SCREENED.  GTE receives CMDS I 
                             transmissions containing intraLATA incollect 
                             messages from the state RBOC CMDS host each 
                             business day.  Per ACI's request, GTE will 
                             screen the incollects by NPA and line number and 
                             accumulate the Collect, Third Number Billed and 
                             Credit Card (collectively called incollects) 
                             messages in a data file.  The screening will be 
                             for end users who have chosen ACI as their local 
                             service provider through a Resale or Unbundled 
                             Network arrangement.  The screened incollect 
                             messages and any Local Measured Service (LMS) 
                             usage will be accumulated and forwarded to ACI.  
                             The Parties will mutually agree on the frequency 
                             of the data exchange and the method of 
                             transmission (i.e., magnetic tape or direct 
                             electronic transmission).  GTE will forward the 
                             screened messages in the industry standard EMR 
                             format. GTE intraLATA toll 


                                     H-6
<PAGE>

                             messages that are recorded by GTE and dialed on 
                             a one plus or zero plus basis are not part of 
                             this section and will not be screened.

                 1.2.17.2    COMPENSATION.  GTE will bill ACI monthly for all 
                             services related to the screening, accumulating, 
                             processing and transmitting of incollect 
                             messages and LMS usage, if applicable, at a 
                             reasonable and mutually agreeable charge.  In 
                             addition, any message processing fee associated 
                             with ACI's incollect messages that are charged 
                             to GTE by the CMDS Host will be passed on to ACI 
                             on the monthly statement.  All revenue, 
                             surcharges, taxes and any other amounts due to 
                             the CMDS Host for ACI's incollect messages will 
                             be billed on the monthly statement.  It is ACI's 
                             responsibility to bill and collect all incollect 
                             and LMS amounts due from its end users.  The 
                             incollect and LMS revenue amounts that are 
                             listed on the monthly invoice are payable to GTE 
                             in total.  The Parties agree that the 
                             arrangement for invoicing the incollect and LMS 
                             revenue amounts due GTE is not a settlement 
                             process with ACI.

                 1.2.17.3    ADMINISTRATION.  The Parties agree to develop a 
                             process whereby ACI's end user information is 
                             available in a timely manner to allow GTE to 
                             build tables to screen the CMDS incollect files 
                             and LMS files on behalf of ACI.

       1.2.18    BACKBILLING.  GTE shall bill ACI on a timely basis.  In no 
                 case shall GTE bill ACI for previously unbilled charges that 
                 are for more than one year prior to the current bill date.

1.3    ORDER PROCESSING.

       1.3.1     ORDER EXPECTATIONS.  ACI agrees to warrant to GTE that it is 
                 a certified provider of telecommunications service.  ACI 
                 will document its Certificate of Operating Authority on the 
                 CLEC Profile and agrees to update this CLEC Profile as 
                 required to reflect its current certification.  The Parties 
                 agree to exchange and to update end user contact and 
                 referral numbers for order inquiry, trouble reporting, 
                 billing inquiries, and information required to comply with 
                 law enforcement and other security agencies of the 
                 government.  The Parties also agree to exchange and to 
                 update internal order, repair and billing point of contacts. 
                 Prior to submitting an order 


                                     H-7
<PAGE>

                 under this Agreement, ACI shall obtain such documentation as 
                 may be required by state and federal laws and regulations.

       1.3.2     GTE shall provide ACI with a specified customer contact 
                 center for purposes of placing service orders and 
                 coordinating the installation of services.  These activities 
                 shall be accomplished by telephone call or facsimile until 
                 electronic interface capability has been established.  The 
                 Parties adopt the OBF LSR and DSR forms for the ordering, 
                 confirmation and billing of resale and unbundled services.  
                 The Parties adopt the OBF ASR forms for the ordering, 
                 confirmation and billing of trunk-side interconnection.

       1.3.3     GTE will process such service orders during normal operating 
                 hours, at a minimum on each Business Day between the hours 
                 of 8 a.m. to 8 p.m. Eastern Time and shall implement service 
                 orders within the same time intervals used to implement 
                 service orders for similar services for its own users.

       1.3.4     GTE will provide current GTE customer proprietary network 
                 information (name, address, telephone number and description 
                 of services provided by GTE including PIC and white page 
                 directory listing information) as provided in Article VI, 
                 Section ?.  The return of customer information will be via 
                 facsimile or via electronic transmission.

       1.3.5     Transfer Between Local Service Providers - GTE will provide 
                 a displacement/out service report to a Local Service 
                 Provider (LSP) whenever an end user leaves that LSP and 
                 procures service from another LSP.  When a ACI end user 
                 changes to another LSP, GTE will notfiy ACI when such 
                 activity occurs the day after completion or within 48 hours 
                 of such disconnect.

2.     MAINTENANCE SYSTEMS.

2.1    GENERAL OVERVIEW

       2.1.1     If ACI requires maintenance for its local service customers, 
                 ACI will initiate a request for repair (sometimes referred 
                 to as a "trouble report")  by calling GTE's Customer Care 
                 Repair Center. During this call, GTE service representatives 
                 will verify that the end-user is a ACI customer and will 
                 then obtain the necessary information from ACI to process 
                 the trouble report.  While the ACI representatives are still 
                 on the line, GTE personnel will perform an initial analysis 
                 of the problem and remote line testing for resale services.  
                 If engineered services are involved, the call will be made 
                 to the GTE 


                                     H-8
<PAGE>

                 SSCC for handling. If no engineering is required and the 
                 line testing reveals that the trouble can be repaired remotely,
                 GTE personnel will correct the problem and close the trouble 
                 report while ACI representatives are still on the line.  If 
                 on-line resolution is not possible, GTE personnel will provide
                 ACI representatives a commitment time for repair, and the GTE 
                 personnel then will enter the trouble ticket into the GTE 
                 service dispatch queue.  ACI's repair service commitment times
                 will be within the same intervals as GTE provides to its own 
                 end users.  Maintenance and repair of GTE facilities is the 
                 responsibility of GTE and will be performed at no incremental 
                 charge to ACI.  If, as a result of a ACI-initiated trouble 
                 report, trouble is found to be the responsibility of ACI (e.g.,
                 non-network cause) GTE will charge ACI for trouble isolation.  
                 ACI will have the ability to report trouble for its end users 
                 to appropriate trouble reporting centers 24 hours a day, 7 days
                 a week.  ACI will be assigned a customer contact center when 
                 initial service agreements are made.

       2.1.2     Repair calls to the SSCC for engineered services will be 
                 processed in essentially the same manner as those by the GTE 
                 Customer Care  Center.  GTE personnel will analyze the 
                 problem, provide the ACI representative with a commitment 
                 time while they are still on the line, and then place the 
                 trouble ticket in the dispatch queue.  

       2.1.3     GTE then will process all ACI trouble reports in the 
                 dispatch queue along with GTE trouble reports in the order 
                 they were filed (first in, first out), with priority given 
                 to out-of-service conditions.  If, at any time, GTE would 
                 determine that a commitment time given to ACI becomes in 
                 jeopardy, GTE service representatives will contact ACI by 
                 telephone to advise of the jeopardy condition and provide a 
                 new commitment time. 

       2.1.4     Trouble reports in the dispatch queue will be transmitted 
                 electronically to GTE  CZT service technicians who will 
                 repair the service problems and clear the trouble reports.  
                 For cleared ACI trouble reports, GTE service technicians 
                 will make a telephone call to ACI directly to clear the 
                 trouble ticket.  GTE service technicians will make the 
                 confirmation call to the telephone number provided by ACI.  
                 If ACI is unable to process the call or places the GTE 
                 technician on hold, the call will be terminated.  To avoid 
                 disconnect, ACI may develop an answering system, such as 
                 voice mail, to handle the confirmation calls expeditiously.  

       2.1.5     GTE will provide electronic interface access to operation 
                 support systems functions which provide the capability to 
                 initiate, status 


                                     H-9
<PAGE>

                 and close a repair trouble ticket.  GTE will not provide to 
                 ACI real time testing capability on ACI end user services. 
                 GTE will not provide to ACI an interface for network 
                 surveillance (performance monitoring).

       2.1.6     GTE will resolve repair requests by or for ACI local service 
                 customers using GTE's existing repair system in parity with 
                 repair requests by GTE end users.  GTE will respond to 
                 service requests for ACI using the same time parameters and 
                 procedures that GTE uses.  ACI then would call GTE's 
                 Customer Care Center or SSCC while the customers were on 
                 hold.

2.2    NETWORK MANAGEMENT CONTROLS.

       2.2.1     NETWORK MAINTENANCE AND MANAGEMENT.  The Parties will work 
                 cooperatively to install and maintain a reliable network.

       2.2.2     Neither Party shall be responsible to the other if necessary 
                 changes in network configurations render any facilities of 
                 the other obsolete or necessitate equipment changes.

       2.2.3     NETWORK MANAGEMENT CONTROLS.  Each Party shall provide a 
                 24-hour contact number for Network Traffic Management issues 
                 to the other's network surveillance management center.  A 
                 fax number must also be provided to facilitate event 
                 notifications for planned mass calling events.  
                 Additionally, both Parties agree that they shall work 
                 cooperatively that all such events shall attempt to be 
                 conducted in such a manner as to avoid degradation or loss 
                 of service to other end users.  Each Party shall maintain 
                 the capability of respectively implementing basic protective 
                 controls such as "Cancel To" and "Call Gap."

3.     ELECTRONIC INTERFACE.  The Parties shall work cooperatively in the 
       implementation of electronic gateway access to GTE operational support 
       systems functions in the long-term in accordance with established 
       industry standards.

3.1    ACI shall have immediate access to the following OSS electronic 
       interfaces that will provide functionality to enable ACI to service 
       customers in an equal and non-discriminatory manner:

       3.1.1     Pre-Order functions, e.g., TN Assignment, DD Reservation, 
                 Address Validation, Product Availability, that are available 
                 on a dial-up or dedicated basis using the Secure Integrated 
                 Gateway System (SIGS).


                                    H-10
<PAGE>

       3.1.2     Order functions that are available on a dial-up or dedicated 
                 basis using CONNECT:  Mail file transfer.

       3.1.3     Initial trouble reports via SIGS.

       3.1.4     Electronic transfer of the ACI bill in electronic data 811
                 format.

3.2    ACI may migrate to fully interactive system to system 
       interconnectivity. GTE, with input from ACI and other carriers, shall 
       provide general interface specifications for electronic access to this 
       functionality. These specifications will be provided to enable ACI to 
       design system interface capabilities.  Development will be in 
       accordance with applicable national standards committee guidelines.  
       Such interfaces will be available as expeditiously as possible.

3.3    All costs and expenses for any new or modified electronic interfaces 
       exclusively to meet ACI requirements that GTE determines are 
       technically feasible and GTE agrees to develop will be paid by ACI.  
       Costs for development of systems intended for common use by competing 
       carriers will be assessed based on a mutually agreed method of cost 
       recovery.

3.4    ACI shall be responsible for modifying and connecting any of its 
       pre-ordering and ordering systems with GTE provided interfaces as 
       described in this Appendix.

4.     GTE INITIATED ELECTRONIC SYSTEM REDESIGNS.  GTE will not charge ACI 
       when GTE initiates its own electronic system 
       redesigns/reconfigurations.




                                    H-11

<PAGE>




                                 APPENDIX I

                          (Reserved For Future Use)                 











                                     I-1
<PAGE>




                                           
                                  APPENDIX J
                                           
                          (Reserved For Future Use)












                                     J-1
<PAGE>




                                  APPENDIX K
                                           
                           (Reserved For Future Use)











                                     K-1
<PAGE>

                                  APPENDIX L
         COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMENTS

1.   This Appendix describes the compensation terms that apply for exchanging
     local, intraLATA, toll and interexchange traffic when ACI uses GTE-provided
     unbundled ports, local switching and shared transport to provide service to
     ACI's end users.  Reciprocal compensation does not apply in a resale
     environment.

2.   Compensation for ACI's Purchase of GTE's unbundled local switching.

     A.   FOR LOCAL INTRA-SWITCH CALLS between lines connected to GTE's switch 
          where ACI has purchased GTE's unbundled local switching, the Parties 
          agree to impose no call termination charges on each other.  GTE's 
          local switching charge will apply as described below where the call 
          is:
          
               1.   Originated by ACI's customer using GTE's unbundled local
                    switching and completed to a GTE customer:

                    a.   (For use of the local switch): local switching charge 
                         the originating office will apply to ACI. 

               2.   Originated by ACI's customer using GTE's unbundled local 
                    switching and completed to the customer of a third party 
                    LEC (not affiliated with ACI) using GTE'S unbundled local 
                    switching.
               
                    a.   (For use of the local switch): local switching 
                         charge at the originating office will apply to ACI. 

               3.   Originated by ACI's customer using GTE's unbundled local 
                    switching and completed to another ACI's customer using 
                    GTE's unbundled local switching.
          
                    a.   (For use of the local switch): local switching 
                         charge at the originating office will apply to ACI.

               4.   Originated by a GTE customer and terminated to ACI's 
                    customer using GTE's unbundled local switching.
          
                    a.   No local switching charge will apply to ACI.

               5.   Originated by the customer of a third-party LEC (not 
                    affiliated with ACI) using GTE's unbundled local 
                    switching and terminated to ACI's customers using GTE's 
                    unbundled local switching.
          
                    a.   No local switching charge will apply to ACI.


                                     L-1
<PAGE>

     B.   FOR LOCAL INTER-SWITCH CALLS where *CLEC has purchased GTE's unbundled
          local switching.  GTE's charges will apply to CLEC as described below
          where the call is:
     
          1.   Originated from ACI's end user customer using GTE's 
               unbundled local switching and completed to a GTE customer:
                    
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   A mileage-based transport charge will apply when ACI 
                    uses GTE's transport.

               c.   Tandem Switching, if applicable.  

               d.   (For call termination): Charges for local 
                    interconnection/call termination, when applicable  

          2.   Originated from ACI's customer using GTE's unbundled 
               local switching and completed to a third-party LEC (not 
               affiliated with ACI) customer using GTE's unbundled local 
               switching.
          
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   A mileage-based transport charge will apply when ACI 
                    uses GTE's transport.

               c.   Tandem Switching, if applicable.

          3.   Originated from ACI's customer using GTE's unbundled 
               local switching and completed to the interconnected 
               network of a third-party LEC (not affiliated with ACI).
          
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   A mileage-based transport charge will apply when ACI 
                    uses GTE's transport, and mileage shall be measured 
                    between the originating office and the IP of the 
                    Third Party's network.

               c.   Tandem Switching, if applicable.

          4.   Originated from ACI's customer using GTE's unbundled 
               local switching and completed to ACI's customer using 
               GTE's unbundled local switching.


                                     L-2
<PAGE>

               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   A mileage-based transport charge will apply when ACI 
                    uses GTE's transport.

               c.   Tandem Switching, if applicable.

               d.   (For use of the local switch):Local switching charge 
                    at the terminating office.

          5.   Originated by a GTE customer and terminated to ACI's 
               customer using GTE's unbundled local switching.
          
               a.   (For use at local switch): local switching charge at 
                    the terminating office.

               b.   (For call termination): ACI shall charge GTE for 
                    local interconnection/call termination, when 
                    applicable.

          6.   Originated by a customer of a third-party LEC using GTE's 
               unbundled local switching and terminated to ACI's 
               customer using GTE's unbundled local switching.
          
               a.   (For use of the local switch): local switching 
                    charge at the terminating office.

          7.   Originated by a customer of the interconnected network of 
               a third-party LEC and terminated to ACI's customers using 
               GTE's unbundled local switching.
          
               a.   (For use of the local switch): local switching 
                    charge at the terminating office.

     C.   FOR INTRALATA TOLL CALLS where ACI has purchased GTE's unbundled local
          switching, charges shall apply as follows:
     
          1.   Originated by ACI's customer and completed to a GTE customer:
          
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   Shared transport charge between the two offices will 
                    apply when ACI uses GTE's transport.


                                     L-3
<PAGE>

               c.   Tandem Switching, if applicable.
 
               d.   (For call termination): End Office Switching charge 
                    at the terminating office (Switched Access Rate).

          2.   Originated by ACI's customer and completed to the 
               customer of a third-party LEC using GTE's unbundled local 
               switching in a distant end office.
          
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   Shared transport charge between the two offices will 
                    apply when ACI uses GTE's transport.

               c.   Tandem Switching, if applicable.
          
          3.   Originated by ACI's customer and completed to the network 
               of a third-party LEC interconnected with GTE's network.
          
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   Common transport charge will apply when ACI uses 
                    GTE's transport, and mileage shall be measured 
                    between the originating office and the IP of the 
                    Third Party's network.

               c.   Tandem Switching, where applicable.

          4.   Originated by ACI's customer and completed by another of  
               ACI's customers being served through GTE's unbundled 
               local switching in a distant office.
     
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   Shared transport charge between the two offices will 
                    apply when ACI uses GTE's transport.
          
               c.   Tandem Switching, if applicable.

               d.   (For use of the local switch): local switching 
                    charge at the terminating office.

          5.   Originated by a GTE customer and terminated to ACI's 
               customer using GTE's unbundled local switching.


                                     L-4
<PAGE>

               a.   (For use of the local switch): local switching 
                    charge at the terminating office.

               b.   (For call termination): ACI will charge GTE local 
                    switching at the terminating office.

          6.   Originated by a customer of a third-party LEC (not 
               affiliated with ACI) using GTE's unbundled local 
               switching in a distant end office and terminated to ACI's 
               customers using GTE's unbundled local switching.
          
               a.   (For use of the local switch): local switching 
                    charge at the terminating office.

          7.   Originated by a customer of the network of a third-party 
               LEC interconnected with GTE's network and terminated to  
               ACI's customers using GTE's unbundled local switching.
          
               a.   (For use of the local switch): local switching 
                    charge at the terminating office.
          
     D.   FOR INTRASTATE SWITCHED ACCESS CALLS where ACI is using GTE's
          unbundled local switching for calls originated from or terminated to
          an IXC for completion:
     
          1.   For calls originated from ACI's customer to an IXC switch 
               for completion.
          
               a.   (For use of the local switch): local switching 
                    charge at the office.

               b.   Shared Transport;

               c. Tandem Switching

          2.   For calls terminating to ACI's end user customer from an 
               IXC switch for completion.
          
               a.   (For use of the local switch): local switching 
                    charge at the terminating office.

               b.   Shared Transport;

               c.   Tandem Switching                   


                                     L-5
<PAGE>

     E.   FOR INTERSTATE SWITCHED ACCESS CALLS where ACI  is using GTE's 
          unbundled local switching for calls originated from or 
          terminated to an IXC for completion:
     
          1.   For calls originated from ACI's customer to an  IXC 
               switch for completion.
  
               a.   (For use of the local switch): local switching 
                    charge at the originating office.

               b.   Shared Transport;

               c.   Tandem Switching

          2.   For calls terminating to ACI's customer from an IXC 
               switch for completion:
          
               a.   (For use of the local switch): local switching 
                    charge at the terminating office.

               b.   Shared Transport;

               c.   Tandem Switching
               
          3.   Unbundled local switching will be billed on a per minute 
               of use basis and applied to all originating and 
               interswitch terminating traffic, including, but not 
               limited to local, toll, operator services, directory 
               assistance, 911/E911, 500, 700, 800/888, 900, 950, 976, 
               busy calls, no answer, incomplete.  Where 
               non-conversation time cannot be measured, the parties 
               will mutually agree on the appropriate measure and 
               charge.  Where measurement of terminating local switching 
               minutes is not available, the number of minutes billed 
               for terminating usage will be equal to the number of 
               originating minutes.  The Parties will mutually agree on 
               a method and procedure to periodically sample and 
               validate or adjust the ratio of originating to 
               terminating minutes for billing purposes.


                                     L-6
<PAGE>

                                     APPENDIX 46A
                         GTE/ACI OPT-IN NEGOTIATION ISSUES
                                      MCI TERMS


Pursuant to Section 46 of Article III of this Agreement and subject to all of
the terms and conditions thereof, the following MCI Terms referred to in Section
46 will be substituted for the specified terms of this Agreement which are set
out below as and when Section 46 calls for them to be substituted.

<TABLE>
<CAPTION>

          Issue                                   MCI Agreement
          Description                             Reference
          -----------                             ---------

<S>                                         <C>
1.  The rates for the transport and         The following rates in Attachment I to
    termination of local traffic            Appendix C of the MCI Agreement will
    provided in Appendix C of this          apply instead of Appendix C of this
    Agreement                               Agreement:
 
      Local Interconnection                        $.0036286
      Tandem Switching                              .0015000
      Common Transport Facility                     .0000212
      Common Transport Termination                  .0001943
      Tandem Transit Charge                         .0021006



2.  The rates for unbundled network         The following rates in Attachments I and
    elements provided in Appendix F         II to Appendix C of the MCI Agreement
    of this Agreement.                      will apply instead of Appendix F of this
                                            Agreement:

    Monthly Recurring Charges

    Local Loops
      2 Wire Analog Voice Grade Loop               $16.81
      4 Wire Analog Voice Grade Loop               $31.85
      2 Wire Digital Loop                          $16.81
      4 Wire Digital Loop                          $31.85

    Local Switching                         The rates in Sections 3 and 5 of
      (All elements)                        Attachment I.
                         

                                   46A-1
<PAGE>


    Vertical Features                       The rates in Section 3 of Attachment I.
      (All elements)


    Dedicated Transport                     The rates in Section 5 of Attachment I.
      (All elements)


    Non-Recurring Charges                   The rates in Section 1 of Attachment II.
      (All elements)    
</TABLE>










                                   46A-2
<PAGE>

                                APPENDIX 46B
                      GTE/ACI OPT-IN NEGOTIATION ISSUES
                                 GTE TERMS


Pursuant to Section 46 of Article III of this Agreement, the following terms
shall be applied in the event the MCI Terms are deemed to be unlawful, or are
stayed or enjoined by a court or commission of competent jurisdiction.


<TABLE>
<CAPTION>

          Issue                                   GTE Agreement
          Description                             Reference
          -----------                             ---------

<S>                                         <C>
1.  The rates for the transport and         The rates in Appendix C of this
    termination of local traffic.           Agreement will apply.


2.  The rates for unbundled network         The rates in Appendix F of this
    elements.                               Agreement will apply.
</TABLE>











                                   46B-1